0001144204-15-009254.txt : 20150218 0001144204-15-009254.hdr.sgml : 20150216 20150213183831 ACCESSION NUMBER: 0001144204-15-009254 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: ALEXANDRE BALKANSKI GROUP MEMBERS: BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C. GROUP MEMBERS: BENCHMARK FOUNDERS' FUND V A, L.P. GROUP MEMBERS: BENCHMARK FOUNDERS' FUND V B, L.P. GROUP MEMBERS: BENCHMARK FOUNDERS' FUND V, L.P. GROUP MEMBERS: BRUCE W. DUNLEVIE GROUP MEMBERS: J. WILLIAM GURLEY GROUP MEMBERS: KEVIN R. HARVEY GROUP MEMBERS: MITCHELL H. LASKY GROUP MEMBERS: PETER FENTON GROUP MEMBERS: ROBERT C. KAGLE GROUP MEMBERS: STEVEN M. SPURLOCK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SERVICESOURCE INTERNATIONAL, INC. CENTRAL INDEX KEY: 0001310114 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 810578975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86636 FILM NUMBER: 15617039 BUSINESS ADDRESS: STREET 1: 634 SECOND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 4159016030 MAIL ADDRESS: STREET 1: 634 SECOND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER COMPANY: FORMER CONFORMED NAME: SERVICESOURCE INTERNATIONAL LLC DATE OF NAME CHANGE: 20041129 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Benchmark Capital Partners V L P CENTRAL INDEX KEY: 0001297648 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2480 SAND HILL RD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL RD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 v400964_sc13ga.htm SCHEDULE 13G/A

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. 3)*

 

ServiceSource International, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

81763U100

(CUSIP Number)

 

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

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

 

¨Rule 13d-1(b)
  
¨Rule 13d-1(c)
  
xRule 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 disclosures provided in a prior cover page.

 

The information required on 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).

 

(Continued on following pages)

 

Page 1 of 20 Pages

Exhibit Index Contained on Page 19

 

 
 

 

CUSIP NO. 81763U100 13 G Page 2 of 20

 

1 NAME OF REPORTING PERSON        Benchmark Capital Partners V, L.P. (“BCP V”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)        ¨         (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
4,476,535 shares, except that Benchmark Capital Management Co. V, L.L.C. (“BCMC V”), the general partner of BCP V, may be deemed to have sole power to vote these shares, and Alexandre Balkanski (“Balkanski”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”), Mitchell H. Lasky (“Lasky”) and Steven M. Spurlock (“Spurlock”), the members of BCMC V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
4,476,535 shares, except that BCMC V, the general partner of BCP V, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
  REPORTING PERSON 4,476,535
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)  
  EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
    5.3%
12 TYPE OF REPORTING PERSON  
    PN

 

 
 

 

CUSIP NO. 81763U100 13 G Page 3 of 20

 

1 NAME OF REPORTING PERSON        Benchmark Founders’ Fund V, L.P. (“BFF V”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)        ¨         (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
545,811 shares, except that BCMC V, the general partner of BFF V, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
545,811 shares, except that BCMC V, the general partner of BFF V, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
  REPORTING PERSON 545,811
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)  
  EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
    0.7%
12 TYPE OF REPORTING PERSON  
    PN

 

 
 

 

CUSIP NO. 81763U100 13 G Page 4 of 20

 

1 NAME OF REPORTING PERSON        Benchmark Founders’ Fund V-A, L.P. (“BFF V-A”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)        ¨         (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
104,503 shares, except that BCMC V, the general partner of BFF V-A, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
104,503 shares, except that BCMC V, the general partner of BFF V-A, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
  REPORTING PERSON 104,503
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)  
  EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
    0.1%
12 TYPE OF REPORTING PERSON  
    PN

 

 
 

 

CUSIP NO. 81763U100 13 G Page 5 of 20

 

1 NAME OF REPORTING PERSON        Benchmark Founders’ Fund V-B, L.P. (“BFF V-B”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)        ¨         (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
82,232 shares, except that BCMC V, the general partner of BFF V-B, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
82,232 shares, except that BCMC V, the general partner of BFF V-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
  REPORTING PERSON 82,232
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)  
  EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
    0.1%
12 TYPE OF REPORTING PERSON  
    PN

 

 
 

 

CUSIP NO. 81763U100 13 G Page 6 of 20

 

1 NAME OF REPORTING PERSON        Benchmark Capital Management Co. V, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)        ¨         (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
5,850,740 shares, of which 4,476,535 are directly owned by BCP V, 545,811 are directly owned by BFF V, 104,503 are directly owned by BFF V-A, 82,232 are directly owned by BFF V-B and 641,659 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
5,850,740 shares, of which 4,476,535 are directly owned by BCP V, 545,811 are directly owned by BFF V, 104,503 are directly owned by BFF V-A, 82,232 are directly owned by BFF V-B and 641,659 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
  REPORTING PERSON 5,850,740
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)  
  EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
    7.0%
12 TYPE OF REPORTING PERSON  
    OO

 

 
 

 

CUSIP NO. 81763U100 13 G Page 7 of 20

 

1 NAME OF REPORTING PERSON        Alexandre Balkanski
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)        ¨         (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
226,792 shares
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
5,850,740 shares, of which 4,476,535 are directly owned by BCP V, 545,811 are directly owned by BFF V, 104,503 are directly owned by BFF V-A, 82,232 are directly owned by BFF V-B and 641,659 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Balkanski, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
226,792 shares
  8 SHARED DISPOSITIVE POWER
5,850,740 shares, of which 4,476,535 are directly owned by BCP V, 545,811 are directly owned by BFF V, 104,503 are directly owned by BFF V-A, 82,232 are directly owned by BFF V-B and 641,659 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Balkanski, a member of BCMC V, may be deemed to have shared power to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
  REPORTING PERSON 6,077,532
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)  
  EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
    7.3%
12 TYPE OF REPORTING PERSON  
    IN

 

 
 

 

CUSIP NO. 81763U100 13 G Page 8 of 20

 

1 NAME OF REPORTING PERSON        Bruce W. Dunlevie
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)        ¨         (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
254,246 shares
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
5,850,740 shares, of which 4,476,535 are directly owned by BCP V, 545,811 are directly owned by BFF V, 104,503 are directly owned by BFF V-A, 82,232 are directly owned by BFF V-B and 641,659 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Dunlevie, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
254,246 shares
  8 SHARED DISPOSITIVE POWER
5,850,740 shares, of which 4,476,535 are directly owned by BCP V, 545,811 are directly owned by BFF V, 104,503 are directly owned by BFF V-A, 82,232 are directly owned by BFF V-B and 641,659 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Dunlevie, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
  REPORTING PERSON 6,104,986
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)  
  EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
    7.3%
12 TYPE OF REPORTING PERSON  
    IN

 

 
 

 

CUSIP NO. 81763U100 13 G Page 9 of 20

 

1 NAME OF REPORTING PERSON        Peter Fenton
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)        ¨         (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
0 shares
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
5,850,740 shares, of which 4,476,535 are directly owned by BCP V, 545,811 are directly owned by BFF V, 104,503 are directly owned by BFF V-A, 82,232 are directly owned by BFF V-B and 641,659 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Fenton, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
5,850,740 shares, of which 4,476,535 are directly owned by BCP V, 545,811 are directly owned by BFF V, 104,503 are directly owned by BFF V-A, 82,232 are directly owned by BFF V-B and 641,659 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Fenton, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
  REPORTING PERSON 5,850,740
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)  
  EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
    7.0%
12 TYPE OF REPORTING PERSON  
    IN

 

 
 

 

CUSIP NO. 81763U100 13 G Page 10 of 20

 

1 NAME OF REPORTING PERSON        J. William Gurley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)        ¨         (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
0 shares
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
5,850,740 shares, of which 4,476,535 are directly owned by BCP V, 545,811 are directly owned by BFF V, 104,503 are directly owned by BFF V-A, 82,232 are directly owned by BFF V-B and 641,659 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Gurley, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
5,850,740 shares, of which 4,476,535 are directly owned by BCP V, 545,811 are directly owned by BFF V, 104,503 are directly owned by BFF V-A, 82,232 are directly owned by BFF V-B and 641,659 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Gurley, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
  REPORTING PERSON 5,850,740
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)  
  EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
    7.0%
12 TYPE OF REPORTING PERSON  
    IN

 

 
 

 

CUSIP NO. 81763U100 13 G Page 11 of 20

 

1 NAME OF REPORTING PERSON        Kevin R. Harvey
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)        ¨         (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
0 shares
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
5,850,740 shares, of which 4,476,535 are directly owned by BCP V, 545,811 are directly owned by BFF V, 104,503 are directly owned by BFF V-A, 82,232 are directly owned by BFF V-B and 641,659 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Harvey, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
5,850,740 shares, of which 4,476,535 are directly owned by BCP V, 545,811 are directly owned by BFF V, 104,503 are directly owned by BFF V-A, 82,232 are directly owned by BFF V-B and 641,659 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Harvey, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
  REPORTING PERSON 5,850,740
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)  
  EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
    7.0%
12 TYPE OF REPORTING PERSON  
    IN

 

 
 

 

CUSIP NO. 81763U100 13 G Page 12 of 20

 

1 NAME OF REPORTING PERSON        Robert C. Kagle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)        ¨         (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
213,067 shares
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
5,850,740 shares, of which 4,476,535 are directly owned by BCP V, 545,811 are directly owned by BFF V, 104,503 are directly owned by BFF V-A, 82,232 are directly owned by BFF V-B and 641,659 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Kagle, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
213,067 shares
  8 SHARED DISPOSITIVE POWER
5,850,740 shares, of which 4,476,535 are directly owned by BCP V, 545,811 are directly owned by BFF V, 104,503 are directly owned by BFF V-A, 82,232 are directly owned by BFF V-B and 641,659 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Kagle, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
  REPORTING PERSON 6,063,807
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)  
  EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
    7.2%
12 TYPE OF REPORTING PERSON  
    IN

 

 
 

 

CUSIP NO. 81763U100 13 G Page 13 of 20

 

1 NAME OF REPORTING PERSON        Mitchell H. Lasky
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)        ¨         (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
0 shares
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
5,850,740 shares, of which 4,476,535 are directly owned by BCP V, 545,811 are directly owned by BFF V, 104,503 are directly owned by BFF V-A, 82,232 are directly owned by BFF V-B and 641,659 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Lasky, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
5,850,740 shares, of which 4,476,535 are directly owned by BCP V, 545,811 are directly owned by BFF V, 104,503 are directly owned by BFF V-A, 82,232 are directly owned by BFF V-B and 641,659 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Lasky, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
  REPORTING PERSON 5,850,740
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)  
  EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
    7.0%
12 TYPE OF REPORTING PERSON  
    IN

 

 
 

 

CUSIP NO. 81763U100 13 G Page 14 of 20

 

1 NAME OF REPORTING PERSON        Steven M. Spurlock
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)        ¨         (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
0 shares
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
5,850,740 shares, of which 4,476,535 are directly owned by BCP V, 545,811 are directly owned by BFF V, 104,503 are directly owned by BFF V-A, 82,232 are directly owned by BFF V-B and 641,659 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Spurlock, a member of BCMC V, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
5,850,740 shares, of which 4,476,535 are directly owned by BCP V, 545,811 are directly owned by BFF V, 104,503 are directly owned by BFF V-A, 82,232 are directly owned by BFF V-B and 641,659 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Spurlock, a member of BCMC V, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
  REPORTING PERSON 5,850,740
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)  
  EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
    7.0%
12 TYPE OF REPORTING PERSON  
    IN

 

 
 

 

CUSIP NO. 81763U100 13 G Page 15 of 20

 

This Amendment No. 3 amends and restates in its entirety the Schedule 13G previously filed by Benchmark Capital Partners V, L.P., a Delaware limited partnership (“BCP V”), Benchmark Founders’ Fund V, L.P., a Delaware limited partnership (“BFF V”), Benchmark Founders’ Fund V-A, L.P., a Delaware limited partnership (“BFF V-A”), Benchmark Founders’ Fund V-B, L.P., a Delaware limited partnership (“BFF V-B”), Benchmark Capital Management Co. V, L.L.C., a Delaware limited liability company (“BCMC V”), and Alexandre Balkanski (“Balkanski”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”), Mitchell H. Lasky (“Lasky”) and Steven M. Spurlock (“Spurlock”) (together will all prior and current amendments thereto, this “Schedule 13G”).

 

ITEM 1(A).NAME OF ISSUER

 

ServiceSource International, Inc.

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

634 2nd Street
San Francisco, CA 94107

 

ITEM 2(A).NAME OF PERSONS FILING

 

This Statement is filed by BCP V, BFF V, BFF V-A, BFF V-B, BCMC V, Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B. Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock are members of BCMC V and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B.

 

ITEM 2(B).ADDRESS OF PRINCIPAL BUSINESS OFFICE

 

The address for each reporting person is:

 

Benchmark Capital

2965 Woodside Road

Woodside, California 94062

 

ITEM 2(C).CITIZENSHIP

 

BCP V, BFF V, BFF V-A and BFF V-B are Delaware limited partnerships. BCMC V is a Delaware limited liability company. Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock are United States Citizens.

 

ITEM 2(D) and (E).TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

 

Common Stock
CUSIP # 81763U100

 

ITEM 3.Not Applicable.

 

ITEM 4.OWNERSHIP

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

 
 

 

CUSIP NO. 81763U100 13 G Page 16 of 20

 

The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2014 (based on 83,786,927 shares of Common Stock of the issuer outstanding as of October 31, 2014 as reported by the issuer on Form 10-Q for the period ended September 30, 2014 and filed with the Securities and Exchange Commission on November 6, 2014).

 

(a)Amount beneficially owned:

 

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

 

See Row 11 of cover page for each Reporting Person.

 

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

 

(i)Sole power to vote or to direct the vote:

 

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

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

 

See Row 8 of cover page for each Reporting Person.

 

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

 

Under certain circumstances set forth in the limited partnership agreements of BCP V, BFF V, BFF V-A and BFF V-B, and the limited liability company agreement of BCMC V, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable.

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 

Not applicable.

 

ITEM 9.NOTICE OF DISSOLUTION OF GROUP

 

Not applicable.

 

 
 

 

CUSIP NO. 81763U100 13 G Page 17 of 20

 

ITEM 10.CERTIFICATION

 

Not applicable.

 

 
 

 

CUSIP NO. 81763U100 13 G Page 18 of 20

 

SIGNATURES

 

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.

 

Date: February 9, 2015

 

  BENCHMARK CAPITAL PARTNERS V, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND V, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND V-A, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND V-B, L.P., a Delaware Limited Partnership
   
  BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C., a Delaware Limited Liability Company
   
  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Managing Member
     
  ALEXANDRE BALKANSKI
  BRUCE W. DUNLEVIE
  PETER FENTON
  J. WILLIAM GURLEY
  KEVIN R. HARVEY
  ROBERT C. KAGLE
  MITCHELL H. LASKY
  STEVEN M. SPURLOCK
   
  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Attorney-in-Fact*

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

  

 
 

 

CUSIP NO. 81763U100 13 G Page 19 of 20

 

EXHIBIT INDEX

 

 

 

   Found on
Sequentially
Exhibit   Numbered Page
     
Exhibit A:  Agreement of Joint Filing   20

 

 
 

 

CUSIP NO. 81763U100 13 G Page 20 of 20

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of ServiceSource International, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filings are already on file with the appropriate agencies.