Sec Form 4 Filing - MOBIUS VI LLC @ Rally Software Development Corp - 2013-06-11

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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
MOBIUS VI LLC
2. Issuer Name and Ticker or Trading Symbol
Rally Software Development Corp [ RALY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1050 WALNUT STREET, STE 210
3. Date of Earliest Transaction (MM/DD/YY)
06/11/2013
(Street)
BOULDER, CO80302
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 06/11/2013 X 6,046 A $ 3.78 1,582,530 I By Mobius Technology Ventures VI,L.P. ( 1 ) ( 5 )
Common Stock 06/11/2013 S( 6 ) 1,021 D $ 22.374 1,581,509 I By Mobius Technology Ventures VI,L.P. ( 1 ) ( 5 )
Common Stock 06/11/2013 X 6,485 A $ 3.78 1,697,319 I By SOFTBANK U.S. Ventures VI, L.P. ( 2 ) ( 5 )
Common Stock 06/11/2013 S( 7 ) 1,096 D $ 22.374 1,696,233 I By SOFTBANK U.S. Ventures VI, L.P. ( 2 ) ( 5 )
Common Stock 06/11/2013 X 235 A $ 3.78 64,703 I By Mobius Technology Ventures Advisors Fund VI, L.P. ( 3 ) ( 5 )
Common Stock 06/11/2013 S( 8 ) 40 D $ 22.374 64,663 I By Mobius Technology Ventures Advisors Fund VI, L.P. ( 3 ) ( 5 )
Common Stock 06/11/2013 X 247 A $ 3.78 61,661 I By Mobius Technology Ventures Side Fund VI, L.P. ( 4 ) ( 5 )
Common Stock 06/11/2013 S( 9 ) 42 D $ 22.374 61,619 I By Mobius Technology Ventures Side Fund VI, L.P. ( 4 ) ( 5 )
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
Warrant to Purchase Common Stock (right to buy) $ 3.78 06/11/2013 X 6,046 ( 10 ) 05/20/2018 Common Stock 6,046 $ 0 0 I By Mobius Technology Ventures VI,L.P. ( 1 ) ( 5 )
Warrant to Purchase Common Stock (right to buy) $ 3.78 06/11/2013 X 6,485 ( 10 ) 05/20/2018 Common Stock 6,485 $ 0 0 I By SOFTBANK U.S. Ventures VI, L.P. ( 2 ) ( 5 )
Warrant to Purchase Common Stock (right to buy) $ 3.78 06/11/2013 X 235 ( 10 ) 05/20/2018 Common Stock 235 $ 0 0 I By Mobius Technology Ventures Advisors Fund VI, L.P. ( 3 ) ( 5 )
Warrant to Purchase Common Stock (right to buy) $ 3.78 06/11/2013 X 247 ( 10 ) 05/20/2018 Common Stock 247 $ 0 0 I By Mobius Technology Ventures Side Fund VI, L.P. ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MOBIUS VI LLC
1050 WALNUT STREET, STE 210
BOULDER, CO80302
X
MOBIUS TECHNOLOGY VENTURES VI LP
1050 WALNUT STREET, STE 210
BOULDER, CO80302
X
SOFTBANK U S VENTURES VI L P
1050 WALNUT STREET, STE 210
BOULDER, CO80302
X
MOBIUS TECHNOLOGY VENTURES SIDE FUND VI L P
1050 WALNUT STREET, STE 210
BOULDER, CO80302
X
MOBIUS TECHNOLOGY VENTURES ADVISORS FUND VI L P
1050 WALNUT STREET, STE 210
BOULDER, CO80302
X
MENDELSON JASON A
1050 WALNUT STREET, STE 210
BOULDER, CO80302
X
FELD BRADLEY A
1050 WALNUT STREET, STE 210
BOULDER, CO80302
X
Signatures
Mobius VI L.L.C. By: /s/ Bradley A. Feld, Managing Member 06/13/2013
Signature of Reporting Person Date
Mobius Technology Ventures VI, L.P. By: Mobius VI L.L.C. By: /s/ Bradley A. Feld, Managing Member 06/13/2013
Signature of Reporting Person Date
SOFTBANK U.S. Ventures VI, L.P. By: Mobius VI L.L.C. By: /s/ Bradley A. Feld, Managing Member 06/13/2013
Signature of Reporting Person Date
Mobius Technology Ventures Side Fund VI, L.P. By: Mobius VI L.L.C. By: /s/ Bradley A. Feld, Managing Member 06/13/2013
Signature of Reporting Person Date
Mobius Technology Ventures Advisors Fund VI, L.P. By: Mobius VI L.L.C. By: /s/ Bradley A. Feld, Managing Member 06/13/2013
Signature of Reporting Person Date
/s/ Bradley A. Feld 06/13/2013
Signature of Reporting Person Date
/s/ Jason Mendelson 06/13/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities are held by Mobius Technology Ventures VI, L.P. ("Mobius Technology VI").
( 2 )The securities are held by SOFTBANK U.S. Ventures VI, L.P. ("Softbank").
( 3 )The securities are held by Mobius Technology Ventures Advisors Fund VI, L.P. ("Mobius Advisors Fund").
( 4 )The securities are held by Mobius Technology Ventures Side Fund VI, L.P. ("Mobius Side Fund").
( 5 )Mobius VI L.L.C. ("Mobius VI") is the General Partner of Mobius Technology VI, Softbank, Mobius Side Fund and Mobius Advisors Fund (collectively, the "Mobius Funds"). Mobius VI may be deemed to indirectly beneficially own the securities owned by the Mobius Funds. Bradley A. Feld and Jason Mendelson are Managing Directors of Mobius VI and each share voting and dispositive power over the securities held by Mobius Funds. Each disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
( 6 )On June 11, 2013, Mobius Technology VI exercised a warrant to purchase 6,046 shares of the Issuer's common stock for $3.78 per share. Mobius Technology VI paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 1,021 shares to pay the exercise price and issuing to Mobius Technology VI the remaining 5,025 shares. The Issuer also paid $4.85 in cash to Mobius Technology VI in lieu of a fractional share.
( 7 )On June 11, 2013, Softbank exercised a warrant to purchase 6,485 shares of the Issuer's common stock for $3.78 per share. Softbank paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 1,096 shares to pay the exercise price and issuing to Softbank the remaining 5,389 shares. The Issuer also paid $12.32 in cash to Softbank in lieu of a fractional share.
( 8 )On June 11, 2013, Mobius Advisors Fund exercised a warrant to purchase 235 shares of the Issuer's common stock for $3.78 per share. Mobius Advisors Fund paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 40 shares to pay the exercise price and issuing to Mobius Advisors Fund the remaining 195 shares. The Issuer also paid $10.38 in cash to Mobius Advisors Fund in lieu of a fractional share.
( 9 )On June 11, 2013, Mobius Side Fund exercised a warrant to purchase 247 shares of the Issuer's common stock for $3.78 per share. Mobius Side Fund paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 42 shares to pay the exercise price and issuing to Mobius Side Fund the remaining 205 shares. The Issuer also paid $9.77 in cash to Mobius Side Fund in lieu of a fractional share.
( 10 )Immediately exercisable.

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