SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHUH MICHAEL N

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RESPONSYS INC [ MKTG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/21/2012		J⁽¹⁾		1,100,000	D	⁽¹⁾	1,026,192	I	By Foundation Capital II, LP⁽²⁾
Common Stock	08/21/2012		J⁽¹⁾		700,000	D	⁽¹⁾	776,856	I	By Foundation Capital Leadership Fund, LP⁽³⁾
Common Stock	08/21/2012		J⁽⁴⁾		81,176	A	⁽⁴⁾	262,310	I	By The Michael N. and Mary G. Schuh 1990 Family Trust⁽⁵⁾
Common Stock								247,197	I	By Foundation Capital II Entrepreneurs Fund, LLC⁽²⁾
Common Stock								123,599	I	By Foundation Capital II Principals Fund, LLC⁽²⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. In kind distribution. On 08/21/2012, Foundation Capital II, LP distributed 1,100,000 shares of stock to its Partners; Foundation Capital Leadership Fund, LP distributed 700,000 shares of stock to its Partners.

2. Foundation Capital Management Co. II, LLC ("FC2M") serves as the sole Manager of Foundation Capital II, L.P. ("FC2"), Foundation Capital II Entrepreneurs Fund, LLC ("FC2E"), and Foundation Capital II Principals Fund, LLC ("FC2P"). Mike Schuh is a Managing Member of FC2M. FC2M exercises sole voting and investment power over the shares owned by FC2, FC2E, and FC2P. As a Managing Member of FC2M, Mr. Schuh may be deemed to share voting and investment power over the shares owned by FC2, FC2E, and FC2P. Mr. Schuh disclaim beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

3. FC Leadership Management Co., LLC ("FCLM") serves as the sole Manager of Foundation Capital Leadership Fund, L.P. ("FCL") and Foundation Capital Leadership Principals Fund, LLC ("FCLP"). Mike Schuh is a Managing Member of FCLM. FCLM exercises sole voting and investment power over the shares owned by FCL and FCLP. As a Managing Member of FCLM, Mr. Schuh may be deemed to share voting and investment power over the shares owned by FCL and FCLP. Mr. Schuh disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

4. In kind distribution. On 08/21/2012, Foundation Capital II, LP distributed 1,100,000 shares of stock to its Partners through which Mr. Schuh received 48,574 shares indirectly; Foundation Capital Leadership Fund, LP distributed 700,000 shares of stock to its Partners through which Mr. Schuh received 32,602 shares indirectly.

5. Shares held by Michael N. Schuh as trustee of the Michael N. and Mary G. Schuh 1990 Family Trust.

	/s/ Gail M. Haney, Attorney-in-fact	08/22/2012
	** Signature of Reporting Person	Date
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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