SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No. |3|
Rainmaker Systems, Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
750875304
(CUSIP Number)
November 30, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person'sinitial filing on this form with respect to the subject class of
securities,and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 750875304 13G/A Page 2 of 5 Pages
____________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Perkins Capital Management, Inc. 14-1501962
____________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
____________________________________________________________________
3. SEC USE ONLY
____________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Minnesota
____________________________________________________________________
5. SOLE VOTING POWER
1,241,405
NUMBER OF ______________________________________________________
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY EACH ______________________________________________________
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH 1,732,905
______________________________________________________
8. SHARED DISPOSITIVE POWER
0
____________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,732,905
____________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [_]
____________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0%
____________________________________________________________________
12. TYPE OF REPORTING PERSON*
IA
____________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a) Name of Issuer:
Rainmaker Systems, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
900 East Hamilton Avenue, Suite 400
Campbell, California 95008
Item 2(a) Name of Person Filing:
Perkins Capital Management, Inc.
Item 2(b) Address of Principal Business Office or, if None, Residence:
730 East Lake Street
Wayzata, MN 55391
Item 2(c) Citizenship:
State of Minnesota
Item 2(d) Title of Class of Securities:
Common Shares
Item 2(e) CUSIP Number:
750875304
Item 3. If this statement is filed pursuant to Rules 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [_]Broker or dealer registered under Section 15 of the Act (15
U.S.C.78o);
(b) [_]Bank as defined in Section 3(a)(6) of the Act (15 U.S.C.78c);
(c) [_]Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C.78c);
(d) [_]Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C.8a-8);
(e) [X]An Investment Adviser in accordance with Section 240. 13d-1(b)(1)
(ii)(E);
(f) [_]An employee benefit plan or endowment fund in accordance with
Section 240. 13d-1(b)(1)(ii)(F);
(g) [_]A parent holding company or control person in accordance with
Section 240. 13d-1(b)(1)(ii)(G);
(h) [_]A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [_]A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C.80a-3);
(j) [_]Group, in accordance with Section 240. 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Section 240 13d-1(c),
check this box. [ ]
Item 4. Ownership.
(a) Amount beneficially owned:
1,732,905 (Includes 1,392,905 common equivalents
and 340,000 warrants exerciseable within 60 days.)
(b) Percent of class:
4.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
1,241,405
(ii) Shared power to vote or to direct the vote
0
(iii) Sole power to dispose or to direct the disposition of
1,732,905 (Includes 1,392,905 common equivalents
and 340,000 warrants exerciseable within 60 days.)
(iv) Shared power to dispose or to direct the disposition of
0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
n/a
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
n/a
Item 8. Identification and Classification of Members of the Group.
n/a
Item 9. Notice of Dissolution of Group.
n/a
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief,the securities referred to above were not acquired and are not
held for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were not
acquired and are not held in connection with or as a participant in
any transaction having such purpose or effect.
SIGNATURE
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.
December 10, 2014
______________________________
(Date)
/s/ Richard C. Perkins
______________________________
(Signature)
Richard C. Perkins
Executive VP/Portfolio Manager
______________________________
(Name/Title)