SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Johnson Ashley F.

(Last)

(First)

(Middle)

C/O SERVICESOURCE INTERNATIONAL, INC.

634 SECOND STREET

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/08/2013

3. Issuer Name and Ticker or Trading Symbol
SERVICESOURCE INTERNATIONAL, INC. [ SREV ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	119,272⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	12/16/2020	Common Stock	94,881	$5.8	D
Employee Stock Option (right to buy)	⁽³⁾	02/09/2021	Common Stock	20,000	$6.2	D
Employee Stock Option (right to buy)	⁽⁴⁾	12/21/2022	Common Stock	20,000	$5.82	D
Employee Stock Option (right to buy)	⁽⁵⁾	02/07/2022	Common Stock	4,424	$6.03	D

Explanation of Responses:

1. Includes 115,000 shares represented by restricted stock units ("RSUs") pursuant to which 5,000 shares vest in three equal annual installments beginning on February 7, 2014 and 25,000 shares vest in four equal annual installments beginning on December 21, 2013.

2. An option to purchase 120,000 shares was granted on December 16, 2010 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. One-fourth of the shares vested on September 29, 2011 and 1/48th of the shares vest monthly thereafter.

3. One-fourth of the shares vested on January 1, 2012 and 1/48th of the shares vest monthly thereafter.

4. One-fourth of the shares vested on December 21, 2013 and 1/48th of the shares vest monthly thereafter.

5. One-fourth of the shares vested on February 7, 2013 and 1/48th of the shares vest monthly thereafter.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Paul D. Warenski, by power of attorney	03/28/2013
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.