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. 1)*
Responsys, Inc. |
(Name of Issuer) |
Common Stock |
(Title of Class of Securities) |
761248103 |
(CUSIP Number) |
December 31, 2013 |
(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) |
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 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)
Page1 of 15
Exhibit Index on Page 13
CUSIP NO. 761248103 | 13 G | Page 2 of15Pages |
1 | NAME OF REPORTING PERSONS
Accel VI L.P. (“A6”)
|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
|
3 | SEC USE ONLY
|
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF | 5 | SOLE VOTING POWER
|
6 | SHARED VOTING POWER
| |
7 | SOLE DISPOSITIVE POWER
| |
8 | SHARED DISPOSITIVE POWER
|
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
504,980
|
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
¨
|
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
1.0%
|
12 | TYPE OF REPORTING PERSON | PN |
CUSIP NO. 761248103 | 13 G | Page 3 of15Pages |
1 | NAME OF REPORTING PERSONS
Accel VI-S L.P. (“A6S”)
|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
|
3 | SEC USE ONLY
|
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF REPORTING | 5 | SOLE VOTING POWER
|
6 | SHARED VOTING POWER
| |
7 | SOLE DISPOSITIVE POWER
| |
8 | SHARED DISPOSITIVE POWER
|
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
2,207,987
|
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
¨
|
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.3%
|
12 | TYPE OF REPORTING PERSON
| PN
|
CUSIP NO. 761248103 | 13 G | Page4 of15Pages |
1 | NAME OF REPORTING PERSONS
Accel Investors ’98 L.P. (“AI98”)
|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
|
3 | SEC USE ONLY
|
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF REPORTING | 5 | SOLE VOTING POWER
|
6 | SHARED VOTING POWER
| |
7 | SOLE DISPOSITIVE POWER
| |
8 | SHARED DISPOSITIVE POWER
|
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
206,370
|
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
¨
|
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.4%
|
12 | TYPE OF REPORTING PERSON
| PN
|
CUSIP NO. 761248103 | 13 G | Page5 of15Pages |
1 | NAME OF REPORTING PERSONS
Accel Investors ’98-S L.P. (“AI98S”)
|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
|
3 | SEC USE ONLY
|
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF | 5 | SOLE VOTING POWER
|
6 | SHARED VOTING POWER
| |
7 | SOLE DISPOSITIVE POWER
| |
8 | SHARED DISPOSITIVE POWER
|
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
341,699
|
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
¨
|
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.7%
|
12 | TYPE OF REPORTING PERSON
| PN
|
CUSIP NO. 761248103 | 13 G | Page6 of15Pages |
1 | NAME OF REPORTING PERSONS
Accel VI Associates 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
|
NUMBER OF | 5 | SOLE VOTING POWER
|
6 | SHARED VOTING POWER
| |
7 | SOLE DISPOSITIVE POWER
| |
8 | SHARED DISPOSITIVE POWER
|
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
3,054,666
|
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
¨
|
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
5.9%
|
12 | TYPE OF REPORTING PERSON
| OO
|
CUSIP NO. 761248103 | 13 G | Page7 of15Pages |
1 | NAME OF REPORTING PERSONS
Accel Internet Fund II L.P. (“AIF2”) |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
|
3 | SEC USE ONLY
|
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF | 5 | SOLE VOTING POWER
|
6 | SHARED VOTING POWER
| |
7 | SOLE DISPOSITIVE POWER
| |
8 | SHARED DISPOSITIVE POWER
|
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
64,518
|
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
¨
|
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
| 0.1%
|
12 | TYPE OF REPORTING PERSON
| PN
|
CUSIP NO. 761248103 | 13 G | Page8 of15Pages |
1 | NAME OF REPORTING PERSONS
Accel Internet Fund II Associates 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
|
NUMBER OF | 5 | SOLE VOTING POWER |
6 | SHARED VOTING POWER
| |
7 | SOLE DISPOSITIVE POWER
| |
8 | SHARED DISPOSITIVE POWER
|
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
64,518
|
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
¨
|
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.1%
|
12 | TYPE OF REPORTING PERSON
| OO
|
CUSIP NO. 761248103 | 13 G | Page9 of15Pages |
1 | NAME OF REPORTING PERSONS
Accel Keiretsu VI L.P. (“AK6”)
|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
|
3 | SEC USE ONLY
|
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF | 5 | SOLE VOTING POWER
|
6 | SHARED VOTING POWER
| |
7 | SOLE DISPOSITIVE POWER
| |
8 | SHARED DISPOSITIVE POWER
|
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
43,801
|
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
¨
|
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.1%
|
12 | TYPE OF REPORTING PERSON
| PN
|
CUSIP NO. 761248103 | 13 G | Page10 of15Pages |
1 | NAME OF REPORTING PERSONS
Accel Keiretsu VI Associates 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
|
NUMBER OF REPORTING | 5 | SOLE VOTING POWER
|
6 | SHARED VOTING POWER
| |
7 | SOLE DISPOSITIVE POWER
| |
8 | SHARED DISPOSITIVE POWER
|
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
43,801
|
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
¨
|
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.1%
|
12 | TYPE OF REPORTING PERSON
| OO
|
Page 11 of 15
This Amendment No. 1 amends the statement on Schedule 13G filed by Accel VI L.P., a Delaware limited partnership (“A6”), Accel VI-S L.P. , a Delaware limited partnership (“A6S”), Accel Investors ’98-S L.P., a Delaware limited partnership (“AI98S”), Accel VI Associates L.L.C., a Delaware limited liability company and the general partner of A6, A6S and AI98S (“A6A”), Accel Internet Fund II L.P., a Delaware limited partnership (“AIF2”), Accel Internet Fund II Associates L.L.C., a Delaware limited liability company and the general partner of AIF2 (“AIF2A”), Accel Keiretsu VI L.P., a Delaware limited partnership (“AK6”), Accel Keiretsu VI Associates L.L.C., a Delaware limited liability company and the general partner of AK6 (“AK6A”) and Accel Investors ’98 L.P., a Delaware limited partnership (“AI98”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” Only those items to which there has been a change are included in this Amendment No. 1. |
ITEM 4. | OWNERSHIP 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, 2013: |
(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. |
Page 12 of 15
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.
Dated: February 13, 2014
Entities:
Accel VI L.P.
Accel VI-S L.P.
Accel Internet Fund II L.P.
Accel Investors ’98 L.P.
Accel Investors ’98-S L.P.
Accel Keiretsu VI L.P.
Accel Keiretsu VI Associates L.L.C.
Accel VI Associates L.L.C.
Accel Internet Fund II Associates L.L.C.
By: | /s/ Tracy L. Sedlock | |
Tracy L. Sedlock, Attorney-in-fact | ||
for above-listed entities |
Page 13 of 15
EXHIBIT INDEX
Sequentially | ||||
Exhibit | Document Description | Numbered Page | ||
Exhibit A | Agreement of Joint Filing | 14 | ||
Exhibit B | Reference to Tracy L. Sedlock as Attorney-in-Fact | 15 |
Page 14 of 15
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 Responsys, 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.
Dated: February 13, 2014
Entities:
Accel VI L.P.
Accel VI-S L.P.
Accel Internet Fund II L.P.
Accel Investors ’98 L.P.
Accel Investors ’98-S L.P.
Accel Keiretsu VI L.P.
Accel Keiretsu VI Associates L.L.C.
Accel VI Associates L.L.C.
Accel Internet Fund II Associates L.L.C.
By: | /s/ Tracy L. Sedlock | |
Tracy L. Sedlock, Attorney-in-fact | ||
for above-listed entities |
Page 15 of 15
EXHIBIT B
Reference to Tracy L. Sedlock as Attorney-in-Fact
Tracy L. Sedlock has signed the enclosed documents as Attorney-In-Fact. Note that a copy of the applicable Power of Attorney is already on file with the appropriate agencies.