Sec Form 4 Filing - OPPENHEIMER DAVID S @ SERVICESOURCE INTERNATIONAL, INC. - 2012-02-07

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
OPPENHEIMER DAVID S
2. Issuer Name and Ticker or Trading Symbol
SERVICESOURCE INTERNATIONAL, INC. [ SREV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O SERVICESOURCE INTERNATIONAL, INC., 634 SECOND STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/07/2012
(Street)
SAN FRANCISCO, CA94107
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/07/2012 A 30,000 ( 1 ) A $ 0 30,837 ( 2 ) D
Common Stock 02/09/2012 M 48,140 A $ 4.95 78,977 D
Common Stock 02/09/2012 S( 3 ) 15,000 D $ 16.4757 ( 4 ) 63,977 D
Common Stock 02/09/2012 S 33,140 D $ 16.5668 ( 5 ) 30,837 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 17.36 02/07/2012 A 25,000 ( 6 ) 02/07/2022 Common Stock 25,000 $ 0 25,000 D
Employee Stock Option (right to buy) $ 4.95 02/09/2012 M 48,140 ( 7 ) 07/28/2020 Common Stock 48,140 $ 0 113,410 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OPPENHEIMER DAVID S
C/O SERVICESOURCE INTERNATIONAL, INC.
634 SECOND STREET
SAN FRANCISCO, CA94107
Chief Financial Officer
Signatures
/s/ Paul D. Warenski, by power of attorney 02/09/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported shares are represented by restricted stock units which vest in four equal annual installments beginning on February 7, 2013.
( 2 )Includes 837 shares acquired under the Issuer's 2011 Employee Stock Purchase Plan on August 15, 2011.
( 3 )The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 9, 2011.
( 4 )The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $16.22 to $16.79 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) and (5) to this Form 4.
( 5 )The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $16.2698 to $16.80 per share.
( 6 )One-fourth of the shares subject to the option vest on February 7, 2013 and one forty-eighth of the shares vest monthly thereafter.
( 7 )One-fourth of the shares subject to the option vested on July 28, 2011 and one forty-eighth of the shares vest monthly thereafter.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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