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^*

SIGMA MANAGEMENT 6 LLC

(Last)

(First)

(Middle)

1600 EL CAMINO REAL

SUITE 280

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2011

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	04/27/2011		C		748,675	A	⁽¹⁾	754,583	I	By Sigma Associates 6 LP⁽²⁾
Common Stock	04/27/2011		C		72,891	A	⁽¹⁾	73,922	I	By Sigma Investors 6 LP⁽²⁾
Common Stock	04/27/2011		C		6,533,983	A	⁽¹⁾	6,606,843	I	By Sigma Partners 6 LP⁽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)
Series C Convertible Preferred Stock	⁽¹⁾	04/27/2011		C			230,704	⁽¹⁾	⁽¹⁾	Common Stock	230,704	$0	0	I	By Sigma Associates 6 LP⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	04/27/2011		C			1,772	⁽¹⁾	⁽¹⁾	Common Stock	1,772	$0	0	I	By Sigma Investors 6 LP⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	04/27/2011		C			1,787,429	⁽¹⁾	⁽¹⁾	Common Stock	1,787,429	$0	0	I	By Sigma Partners 6 LP⁽²⁾
Series E Convertible Preferred Stock	⁽¹⁾	04/27/2011		C			517,971	⁽¹⁾	⁽¹⁾	Common Stock	517,971	$0	0	I	By Sigma Associates 6 LP⁽²⁾
Series E Convertible Preferred Stock	⁽¹⁾	04/27/2011		C			71,119	⁽¹⁾	⁽¹⁾	Common Stock	71,119	$0	0	I	By Sigma Investors 6 LP⁽²⁾
Series E Convertible Preferred Stock	⁽¹⁾	04/27/2011		C			4,746,554	⁽¹⁾	⁽¹⁾	Common Stock	4,746,554	$0	0	I	By Sigma Partners 6 LP⁽²⁾

Explanation of Responses:

1. Each share of preferred stock converted into one share of common stock upon the completion of the Issuer's initial public offering and has no expiration date.

2. Sigma Management 6, L.L.C. is the general partner of Sigma Associates 6, L.P., Sigma Investors 6, L.P. and Sigma Partners 6, L.P. ("Sigma Funds") and has sole voting and investment power. Gregory Gretsch, Robert Davoli, Lawrence Finch, Clifford L. Haas, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 6, L.L.C. share this power. Mr. Gretsch is a member of the Issuer's Board of Directors. Each of the Sigma Funds, other than the referenced entity, disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein.

Remarks:

	Gregory c. Gretsch, Managing Member, Sigma Management 6 L.L.C.	04/28/2011
	** 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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