Sec Form 4 Filing - Carges Mark T @ Rally Software Development Corp - 2015-07-08

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 Carges Mark T 2. Issuer Name and Ticker or Trading Symbol Rally Software Development Corp [ RALY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O RALLY SOFTWARE DEVELOPMENT CORP., 3333 WALNUT STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/08/2015 (Street) BOULDER, CO80301 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 07/07/2014 G V 2,000 D $ 0 2,000 D Common Stock 07/07/2014 G V 2,000 A $ 0 17,210 I The Mark Carges and Carol Timko Carges Revocable Trust uad 03/21/2009 Common Stock 07/08/2015 U 17,210 D $ 19.5 ( 1 ) 0 I The Mark Carges and Carol Timko Carges Revocable Trust uad 03/21/2009 Common Stock 07/08/2015 D 2,000 D $ 19.5 ( 2 ) 0 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 Stock Option (right to buy) $ 10.49 07/08/2015 D 3,500 ( 3 ) 06/18/2024 Common Stock 3,500 ( 3 ) 0 D Stock Option (right to buy) $ 5.925 07/08/2015 D 46,120 ( 3 ) 11/16/2021 Common Stock 46,120 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Carges Mark T C/O RALLY SOFTWARE DEVELOPMENT CORP. 3333 WALNUT STREET BOULDER, CO80301 X Signatures /s/ David A. Huberman, Attorney-in-Fact 07/10/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Per the terms of the Acquisition Agreement, dated as of May 27, 2015, among the Issuer, CA, Inc., a Delaware corporation, and Grand Prix Acquisition Corp., a Delaware corporation (the "Agreement"), and the Offer (as defined in the Agreement), each share of Issuer common stock was tendered for $19.50 per share in cash, without interest and less any required withholding taxes. ( 2 )Per the terms of the Agreement, each restricted stock unit award that was vested but not released as of immediately prior to the Effective Time (as defined in the Agreement) was cancelled and converted into the right to receive cash in amount equal to $19.50 per share, without interest and less any required withholding taxes. ( 3 )Per the terms of the Agreement, each stock option that was outstanding and vested but unexercised as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to (i) the total number of shares subject to each such vested option immediately prior to the Closing (as defined in the Agreement) multiplied by (ii) the excess, if any, of (x) $19.50 per share in cash, over (y) the exercise price payable per share under each such stock option, without interest and less any required withholding taxes.

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).

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