0001144204-12-008805.txt : 20120214 0001144204-12-008805.hdr.sgml : 20120214 20120214162041 ACCESSION NUMBER: 0001144204-12-008805 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 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: 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: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86636 FILM NUMBER: 12610184 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 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 1 v302520_sc13g.htm SCHEDULE 13G

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. __ )*

ServiceSource International, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

81763U100

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

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

oRule 13d-1(b)
oRule 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 19 Pages

Exhibit Index Contained on Page 17

 
 

 

CUSIP NO. 81763U100 13 G Page 2 of 19

 

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)            o             (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
7,154,465 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”) 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
7,154,465 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 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

 

7,154,465

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

10.1%

12 TYPE OF REPORTING PERSON

 

PN

         
 
 

 

 

CUSIP NO. 81763U100 13 G Page 3 of 19

 

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)            o             (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
872,324 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 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
872,324 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 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

 

872,324

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.2%

12 TYPE OF REPORTING PERSON

 

PN

         
 
 

 

 

CUSIP NO. 81763U100 13 G Page 4 of 19

 

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)            o             (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
167,018 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 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
167,018 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 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

 

167,018

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.2%

12 TYPE OF REPORTING PERSON

 

PN

         
 
 

 

 

CUSIP NO. 81763U100 13 G Page 5 of 19

 

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)            o             (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
131,424 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 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
131,424 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 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

 

131,424

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.2%

12 TYPE OF REPORTING PERSON

 

PN

         
 
 

 

CUSIP NO. 81763U100 13 G Page 6 of 19

 

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)            o             (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
8,781,686 shares, of which 7,154,465 are directly owned by BCP V, 872,324 are directly owned by BFF V, 167,018 are directly owned by BFF V-A, 131,424 shares are directly owned by BFF V-B, and 456,455 are held in nominee form for the benefit of persons not affiliated with BCMC V.  BCMC V, the general partner of BCP V, BFF V, BFF V-A, BFF V-B and BMF V, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle 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
8,781,686 shares, of which 7,154,465 are directly owned by BCP V, 872,324 are directly owned by BFF V, 167,018 are directly owned by BFF V-A, 131,424 shares are directly owned by BFF V-B, 1,025,509 are directly owned by BMF V and 456,455 are held in nominee form for the benefit of persons not affiliated with BCMC V.  BCMC V, the general partner of BCP V, BFF V, BFF V-A, BFF V-B and BMF V, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle 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

 

8,781,686

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.4%

12 TYPE OF REPORTING PERSON

 

OO

         

 

 
 

 

 

CUSIP NO. 81763U100 13 G Page 7 of 19

 

1 NAME OF REPORTING PERSON      Alexandre Balkanski
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
                U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
72,645 shares, all of which are directly owned by a trust, and Balkanski, as trustee of the trust, may be deemed to have sole power to vote these shares.
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
8,781,686 shares, of which 7,154,465 are directly owned by BCP V, 872,324 are directly owned by BFF V, 167,018 are directly owned by BFF V-A, 131,424 shares are directly owned by BFF V-B, and 456,455 are held in nominee form for the benefit of persons not affiliated 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
72,645 shares, all of which are directly owned by a trust, and Balkanski, as trustee of the trust, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
8,781,686 shares, of which 7,154,465 are directly owned by BCP V, 872,324 are directly owned by BFF V, 167,018 are directly owned by BFF V-A, 131,424 shares are directly owned by BFF V-B, and 456,455 are held in nominee form for the benefit of persons not affiliated 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

 

8,854,331

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.5%

12 TYPE OF REPORTING PERSON IN
         

 

 

 
 

 

 

CUSIP NO. 81763U100 13 G Page 8 of 19

 

1 NAME OF REPORTING PERSON      Bruce W. Dunlevie
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
121,075 shares, all of which are directly owned by a trust, and Dunlevie, as trustee of the trust, may be deemed to have sole power to vote these shares.
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
8,781,686 shares, of which 7,154,465 are directly owned by BCP V, 872,324 are directly owned by BFF V, 167,018 are directly owned by BFF V-A, 131,424 shares are directly owned by BFF V-B, and 456,455 are held in nominee form for the benefit of persons not affiliated 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
121,075 shares, all of which are directly owned by a trust, and Dunlevie, as trustee of the trust, may be deemed to have sole power to dispose of  these shares.
  8 SHARED DISPOSITIVE POWER
8,781,686 shares, of which 7,154,465 are directly owned by BCP V, 872,324 are directly owned by BFF V, 167,018 are directly owned by BFF V-A, 131,424 shares are directly owned by BFF V-B, and 456,455 are held in nominee form for the benefit of persons not affiliated 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

 

8,902,761

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.5%

12 TYPE OF REPORTING PERSON

 

IN

         

 

 
 

 

 

CUSIP NO. 81763U100 13 G Page 9 of 19

 

1 NAME OF REPORTING PERSON      Peter Fenton
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
24,215 shares, all of which are directly owned by a trust, and Fenton, as trustee of the trust, may be deemed to have sole power to vote these shares.
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
8,781,686 shares, of which 7,154,465 are directly owned by BCP V, 872,324 are directly owned by BFF V, 167,018 are directly owned by BFF V-A, 131,424 shares are directly owned by BFF V-B, and 456,455 are held in nominee form for the benefit of persons not affiliated 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
24,215 shares, all of which are directly owned by a trust, and Fenton, as trustee of the trust, may be deemed to have sole power to dispose of  these shares.
  8 SHARED DISPOSITIVE POWER
8,781,686 shares, of which 7,154,465 are directly owned by BCP V, 872,324 are directly owned by BFF V, 167,018 are directly owned by BFF V-A, 131,424 shares are directly owned by BFF V-B, and 456,455 are held in nominee form for the benefit of persons not affiliated 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

 

8,805,901

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.4%

12 TYPE OF REPORTING PERSON

 

IN

         
 
 

 

 

CUSIP NO. 81763U100 13 G Page 10 of 19

 

1 NAME OF REPORTING PERSON      J. William Gurley
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
48,430 shares, of which 4,359 shares are held in a family partnership.
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
8,781,686 shares, of which 7,154,465 are directly owned by BCP V, 872,324 are directly owned by BFF V, 167,018 are directly owned by BFF V-A, 131,424 shares are directly owned by BFF V-B, and 456,455 are held in nominee form for the benefit of persons not affiliated 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
48,430 shares of which 4,359 are held in a family partnership.
  8 SHARED DISPOSITIVE POWER
8,781,686 shares, of which 7,154,465 are directly owned by BCP V, 872,324 are directly owned by BFF V, 167,018 are directly owned by BFF V-A, 131,424 shares are directly owned by BFF V-B, and 456,455 are held in nominee form for the benefit of persons not affiliated 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

 

8,830,116

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.4%

12 TYPE OF REPORTING PERSON

 

IN

         
 
 

 

 

CUSIP NO. 81763U100 13 G Page 11 of 19

 

1 NAME OF REPORTING PERSON      Kevin R. Harvey 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
242,151 shares, all of which are directly owned by a trust, and Harvey, as trustee of the trust, may be deemed to have sole power to vote these shares.
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
8,781,686 shares, of which 7,154,465 are directly owned by BCP V, 872,324 are directly owned by BFF V, 167,018 are directly owned by BFF V-A, 131,424 shares are directly owned by BFF V-B, and 456,455 are held in nominee form for the benefit of persons not affiliated 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
242,151 shares, all of which are directly owned by a trust, and Harvey, as trustee of the trust, may be deemed to have sole power to dispose of  these shares.
  8 SHARED DISPOSITIVE POWER
8,781,686 shares, of which 7,154,465 are directly owned by BCP V, 872,324 are directly owned by BFF V, 167,018 are directly owned by BFF V-A, 131,424 shares are directly owned by BFF V-B, and 456,455 are held in nominee form for the benefit of persons not affiliated 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

 

9,023,837

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.7%

12 TYPE OF REPORTING PERSON

 

IN

         

 

 
 

 

 

 

CUSIP NO. 81763U100 13 G Page 12 of 19

 

1 NAME OF REPORTING PERSON      Robert C. Kagle
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
48,430 shares, all of which are directly owned by several trusts, and Kagle, as trustee of the trusts, may be deemed to have sole power to vote these shares.
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
8,781,686 shares, of which 7,154,465 are directly owned by BCP V, 872,324 are directly owned by BFF V, 167,018 are directly owned by BFF V-A, 131,424 shares are directly owned by BFF V-B, and 456,455 are held in nominee form for the benefit of persons not affiliated 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
48,430 shares, all of which are directly owned by several trusts, and Kagle, as trustee of the trusts, may be deemed to have sole power to dispose of  these shares.
  8 SHARED DISPOSITIVE POWER
8,781,686 shares, of which 7,154,465 are directly owned by BCP V, 872,324 are directly owned by BFF V, 167,018 are directly owned by BFF V-A, 131,424 shares are directly owned by BFF V-B, and 456,455 are held in nominee form for the benefit of persons not affiliated 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

 

8,830,116

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.4%

12 TYPE OF REPORTING PERSON

 

IN

         
 
 

 

 

CUSIP NO. 81763U100 13 G Page 13 of 19

 

1 NAME OF REPORTING PERSON      Steven M. Spurlock
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)            o             (b)             x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
12,108 shares, all of which are directly owned by a trust, and Spurlock, as trustee of the trust, may be deemed to have sole power to vote these shares.
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
8,781,686 shares, of which 7,154,465 are directly owned by BCP V, 872,324 are directly owned by BFF V, 167,018 are directly owned by BFF V-A, 131,424 shares are directly owned by BFF V-B, and 456,455 are held in nominee form for the benefit of persons not affiliated 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
12,108 shares, all of which are directly owned by a trust, and Spurlock, as trustee of the trust, may be deemed to have sole power to dispose of  these shares.
  8 SHARED DISPOSITIVE POWER
8,781,686 shares, of which 7,154,465 are directly owned by BCP V, 872,324 are directly owned by BFF V, 167,018 are directly owned by BFF V-A, 131,424 shares are directly owned by BFF V-B, and 456,455 are held in nominee form for the benefit of persons not affiliated 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

 

8,793,794

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

 

o

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.4%

12 TYPE OF REPORTING PERSON

 

IN

         

 

 
 

 

 

 

CUSIP NO. 81763U100 13 G Page 14 of 19

 

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 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”) and Steven M. Spurlock (“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 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

2480 Sand Hill Road, Suite 200

Menlo Park, California 94025

 

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 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 15 of 19

 

(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.

 

ITEM 10.CERTIFICATION

 

Not applicable.

 

 

 
 

 

CUSIP NO. 81763U100 13 G Page 16 of 19

 

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 14, 2012

 

  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
  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 17 of 19

 

EXHIBIT INDEX

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

18

 

 

   

 

 
 

 

 

CUSIP NO. 81763U100 13 G Page 18 of 19

 

exhibit A

Agreement of Joint Filing

 

The undersigned hereby 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 undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Date: February 14, 2012

 

Benchmark Capital Partners V, L.P. /s/ Steven M. Spurlock
Benchmark Capital Management Co. V, L.L.C. Signature
Its General Partner  
  Steven M. Spurlock
  Managing Member
   
   
Benchmark Founders’ Fund V, L.P. /s/ Steven M. Spurlock
Benchmark Capital Management Co. V, L.L.C. Signature
Its General Partner  
  Steven M. Spurlock
  Managing Member
   
   
Benchmark Founders’ Fund V-A, L.P. /s/ Steven M. Spurlock
Benchmark Capital Management Co. V, L.L.C. Signature
Its General Partner  
  Steven M. Spurlock
  Managing Member
   
   
Benchmark Founders’ Fund V-B, L.P. /s/ Steven M. Spurlock
Benchmark Capital Management Co. V, L.L.C. Signature
Its General Partner  
  Steven M. Spurlock
  Managing Member
   
   
Alexandre Balkanski /s/ Steven M. Spurlock
  Steven M. Spurlock
  Attorney-In-Fact
   
   
Bruce W. Dunlevie /s/ Steven M. Spurlock
  Steven M. Spurlock
  Attorney-In-Fact
   
   
Peter Fenton /s/ Steven M. Spurlock
  Steven M. Spurlock
  Attorney-In-Fact

 

 
 

 

CUSIP NO. 81763U100 13 G Page 19 of 19

J. William Gurley /s/ Steven M. Spurlock
  Steven M. Spurlock
  Attorney-In-Fact
   
   
Kevin R. Harvey /s/ Steven M. Spurlock
  Steven M. Spurlock
  Attorney-In-Fact
   
   
Robert C. Kagle /s/ Steven M. Spurlock
  Steven M. Spurlock
  Attorney-In-Fact
   
   
Steven M. Spurlock /s/ Steven M. Spurlock
  Steven M. Spurlock