Rally Software Development (RALY) Form 4 Rally Software Development / Timothy A. Miller ownership change

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^*

Miller Timothy A.

(Last) (First) (Middle)

3333 WALNUT STREET

(Street)

BOULDER CO 80301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rally Software Development Corp [ RALY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2015

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/08/2015		X		6,626	A	$3.78	612,309(1)(2)	D
Common Stock	06/08/2015		S(3)		1,289	D	$19.436	611,020	D
Common Stock	06/03/2015		G	V	10,000	D	$0	30,410	I	By Spouse

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to Purchase Common Stock (right to buy)	$3.78	06/08/2015		X			6,626	(4)	05/20/2018	Common Stock	6,626	$0	0	D

Explanation of Responses:

1. Includes 79,000 previously reported shares issued as Restricted Stock Units ("RSUs") under the Issuer's 2013 Equity Incentive Plan (the "Plan") that were received as an award, for no consideration, which vest in a series of four successive annual installments beginning on April 25, 2016 such that the RSUs are fully vested on April 25, 2019, provided in each case that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan.

2. Includes 24,750 previously reported shares issued as RSUs under the Plan that were received as an award, for no consideration, which vest in a series of three successive annual installments beginning on June 28, 2015 such that the RSUs are fully vested on June 28, 2017, provided in each case that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan.

3. On June 8, 2015, the Reporting Person exercised a warrant to purchase 6,626 shares of the Issuer's common stock for $3.78 per share. The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 1,289 shares to pay the exercise price and issuing to the Reporting Person the remaining 5,337 shares. The Issuer also paid $6.72 in cash to the Reporting Person in lieu of a fractional share.

4. Immediately exercisable.

	/s/ David A. Huberman, Attorney-in-Fact	06/10/2015
	** 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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