Sec Form 4 Filing - BV PARTNERS IV, L.L.C. @ Rally Software Development Corp - 2013-07-10

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 BV PARTNERS IV, L.L.C. 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) 1941 PEARL STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 07/10/2013 (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 07/10/2013 X 808 A $ 3.78 186,360 I By Boulder Ventures IV, L.P. ( 3 ) ( 4 ) Common Stock 07/10/2013 S( 1 ) 124 D $ 24.806 186,236 I By Boulder Ventures IV, L.P. ( 3 ) ( 4 ) Common Stock 07/10/2013 X 12,207 A $ 3.78 2,836,408 I By Boulder Ventures IV (Annex), L.P. ( 4 ) ( 5 ) Common Stock 07/10/2013 S( 2 ) 1,861 D $ 24.806 2,834,547 I By Boulder Ventures IV (Annex), L.P. ( 4 ) ( 5 ) Common Stock 383,453 I By Boulder Ventures V, L.P. ( 6 ) ( 7 )

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 07/10/2013 X 808 ( 8 ) 05/20/2018 Common Stock 808 $ 0 0 I By Boulder Ventures IV, L.P. ( 3 ) ( 4 ) Warrant to Purchase Common Stock (right to buy) $ 3.78 07/10/2013 X 12,207 ( 8 ) 05/20/2018 Common Stock 12,207 $ 0 0 I By Boulder Ventures IV (Annex), L.P. ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BV PARTNERS IV, L.L.C. 1941 PEARL STREET, SUITE 300 BOULDER, CO80302 X BOULDER VENTURES IV ANNEX LP 1941 PEARL STREET, SUITE 300 BOULDER, CO80302 X BOULDER VENTURES IV LP 1941 PEARL STREET, SUITE 300 BOULDER, CO80302 X Boulder Ventures V, L.P. 1941 PEARL STREET, SUITE 300 BOULDER, CO80302 X BV Partners V, LLC 1941 PEARL STREET, SUITE 300 BOULDER, CO80302 X Fidler Josh E 1941 PEARL STREET, SUITE 300 BOULDER, CO80302 X LEFKOFF KYLE 1941 PEARL STREET, SUITE 300 BOULDER, CO80302 X Macks Lawrence M 1941 PEARL STREET, SUITE 300 BOULDER, CO80302 X Perl Jonathan L 1941 PEARL STREET, SUITE 300 BOULDER, CO80302 X Roshko Peter 1941 PEARL STREET, SUITE 300 BOULDER, CO80302 X Signatures BV Partners IV, L.L.C. By: /s/ Kyle Lefkoff, Managing Member 07/12/2013 Signature of Reporting Person Date Boulder Ventures IV (Annex), L.P. By: BV Partners IV, L.L.C., its General Partner By: /s/ Kyle Lefkoff, Managing Member 07/12/2013 Signature of Reporting Person Date Boulder Ventures IV, L.P. By: BV Partners IV, L.L.C., its General Partner By: /s/ Kyle Lefkoff, Managing Member 07/12/2013 Signature of Reporting Person Date Boulder Ventures V, L.P. By: BV Partners V, L.L.C., its General Partner By: /s/ Kyle Lefkoff, Managing Member 07/12/2013 Signature of Reporting Person Date BV Partners V, L.L.C. By: /s/ Kyle Lefkoff, Managing Member 07/12/2013 Signature of Reporting Person Date /s/ Kyle Lefkoff, Attorney-in-Fact for Josh E. Fidler 07/12/2013 Signature of Reporting Person Date /s/ Kyle Lefkoff 07/12/2013 Signature of Reporting Person Date /s/ Kyle Lefkoff, Attorney-in-Fact for Lawrence M. Macks 07/12/2013 Signature of Reporting Person Date /s/ Kyle Lefkoff, Attorney-in-Fact for Jonathan L. Perl 07/12/2013 Signature of Reporting Person Date /s/ Kyle Lefkoff, Attorney-in-Fact for Peter A. Roshko 07/12/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 10, 2013, Boulder Ventures IV, L.P. ("Boulder Ventures IV") exercised a warrant to purchase 808 shares of the Issuer's common stock for $3.78 per share. Boulder Ventures IV paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 124 shares to pay the exercise price and issuing to Boulder Ventures IV the remaining 684 shares. The Issuer also paid $21.70 in cash to Boulder Ventures IV in lieu of a fractional share. ( 2 )On July 10, 2013, Boulder Ventures IV (Annex), L.P. ("BV Annex") exercised a warrant to purchase 12,207 shares of the Issuer's common stock for $3.78 per share. BV Annex paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 1,861 shares to pay the exercise price and issuing to BV Annex the remaining 10,346 shares. The Issuer also paid $17.30 in cash to BV Annex in lieu of a fractional share. ( 3 )The securities are held of record by Boulder Ventures IV. ( 4 )BV Partners IV, L.L.C. ("BV IV") is the General Partner of each of Boulder Ventures IV and BV Annex. BV IV may be deemed to indirectly beneficially own the securities owned by Boulder Ventures IV and BV Annex. Josh E. Fidler, Kyle Lefkoff, Lawrence M. Macks, Jonathan L. Perl and Peter A. Roshko are the Managing Members of BV IV and share voting and dispositive power over the securities held by Boulder Ventures IV and BV Annex. Each disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 5 )The securities are held of record by BV Annex. ( 6 )The securities are held of record by Boulder Ventures V, L.P. ("Boulder Ventures V"). ( 7 )BV Partners V, L.L.C. ("BV V") is the General Partner of Boulder Ventures V. BV V may be deemed to indirectly beneficially own the securities owned by Boulder Ventures V. Kyle Lefkoff, Jonathan L. Perl and Peter A. Roshko are the Managing Members of BV V and share voting and dispositive power over the securities held by Boulder Ventures V. Each disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 8 )Immediately exercisable.

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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