Amendment #1 to form SC 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ov9qMCcrQu37b81VpofNGobt9ezG6LKn3EgYp7nn9Dc0v/B0j3NdF3W3G72IGFne oMXyqEGPcR57xNtV/dZcEQ== 0001012870-03-000672.txt : 20030214 0001012870-03-000672.hdr.sgml : 20030214 20030213211250 ACCESSION NUMBER: 0001012870-03-000672 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAINMAKER SYSTEMS INC CENTRAL INDEX KEY: 0001094007 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 330442860 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58179 FILM NUMBER: 03562309 BUSINESS ADDRESS: STREET 1: 1800 GREEN HILLS ROAD CITY: SCOTTS VALLEY STATE: CA ZIP: 95006 BUSINESS PHONE: 8314617299 MAIL ADDRESS: STREET 1: 1800 GREEN HILLS ROAD CITY: SCOTTS VALLEY STATE: CA ZIP: 95006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JAMES LAUREL A CENTRAL INDEX KEY: 0001107200 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: PO BOX 2154 STREET 2: 186 S. BENJAMIN DR. CITY: STATELINE STATE: NV ZIP: 89449 BUSINESS PHONE: 7755889816 MAIL ADDRESS: STREET 1: PO BOX 2154 STREET 2: 186 S. BENJAMIN DR. CITY: STATELINE STATE: NV ZIP: 89449 SC 13G/A 1 dsc13ga.htm AMENDMENT #1 TO FORM SC 13G Amendment #1 to form SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Rainmaker Systems, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

750875106

(CUSIP Number)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

Check the following box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 4 pages



CUSIP NO. 750875106	13G	Page 2 of 4 Pages


1.		NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Laurel A. James

2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨

3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

2,527,383 ⁽¹⁾

6. SHARED VOTING POWER

7. SOLE DISPOSITIVE POWER

2,527,383 ⁽¹⁾

8. SHARED DISPOSITIVE POWER

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,527,383 ⁽¹⁾

10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) Not Applicable

11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.5%

12.		TYPE OF REPORTING PERSON (See Instructions) IN



CUSIP NO. 750875106	13G	Page 3 of 4 Pages

Item 1(a)	Name of Issuer:

	Rainmaker Systems, Inc.

Item 1(b)	Address of Issuer’s Principal Executive Offices:

	1800 Green Hills Road

	Scotts Valley, CA 95066

Item 2(a)	Name of Person Filing:

	Laurel A. James

Item 2(b)	Address of Principal Business Offices or, if none, Residence:

	P.O. Box 2154 – 186 South Benjamin Drive

	Stateline, NV 89449

Item 2(c)	Citizenship

	United States

Item 2(d)	Title of Class of Securities:

	Common Stock, par value $0.001 per share

Item 2(e)	CUSIP Number:

	750875106

Item 3.	If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c) check whether the person filing is a:

	Not Applicable

Item 4.	Ownership.

	(a) Amount Beneficially Owned: Shares	2,527,383 ⁽¹⁾

	(b) Percent of Class: %	6.5%

	(c) Number of shares as to which such person has:

	(i) sole power to vote or to direct the vote:	2,527,383 ⁽¹⁾

	(ii) shared power to vote or to direct the vote:	0

	(iii) sole power to dispose or to direct the disposition of:	2,527,383 ⁽¹⁾

	(iv) shared power to dispose or to direct the disposition of:	0

Item 5.	Ownership of Five Percent or Less of a Class.

	Not Applicable

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not Applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

	Not Applicable



CUSIP NO. 750875106	13G	Page 4 of 4 Pages


Item 8.		Identification and Classification of Members of the Group.

		Not Applicable

Item 9.		Notice of Dissolution of Group.

		Not Applicable

Item 10.		Certification.

		Not Applicable

⁽¹⁾

Held by Laurel A. James, Trustee of the Laurel Ann James Grantor Trust dated July 3, 1997.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 14, 2003 Date

/s/ LAUREL A. JAMES (Signature)

Name:		Laurel A. James

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