RESPONSYS INC (Form Type: 4, Filing Date: 05/14/2012)

FORM 4

☒	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

GOULD KATHRYN C

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)

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL, 250 MIDDLEFIELD ROAD

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2012

(Street)

MENLO PARK, CA 94025

(City)

(State)

(Zip)

4. If Amendment, Date 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	05/10/2012		J⁽¹⁾		1,200,000	D	⁽¹⁾	2,126,192	I	By Foundation Capital II, LP⁽²⁾
Common Stock	05/10/2012		J⁽¹⁾		800,000	D	⁽¹⁾	1,476,856	I	By Foundation Capital Leadership Fund, LP⁽³⁾
Common Stock	05/10/2012		J⁽⁴⁾		50,421	A	⁽⁴⁾	88,237	I	By Ridgewalker Trust⁽⁵⁾
Common Stock								497,197	I	By Foundation Capital II Entrepreneurs Fund, LLC⁽²⁾
Common Stock								248,599	I	By Foundation Capital II Principals Fund, LLC⁽²⁾
Common Stock								76,713	I	By Foundation Capital Leadership Principals Fund, LLC⁽³⁾

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

1.	In kind distribution. On 05/10/2012, Foundation Capital II, LP distributed 1,200,000 shares of stock to its Partners; Foundation Capital Leadership Fund, LP distributed 800,000 shares of stock to its Partners.
2.	Foundation Capital Management Co. II, LLC ("FC2M") serves as the sole Manager of Foundation Capital II, L.P. ("FC2"), Foundation Capital II Entrepreneurs Fund, LLC ("FC2E"), and Foundation Capital II Principals Fund, LLC ("FC2P"). James Anderson, William Elmore, Kathryn Gould, Paul Koontz and Mike Schuh are Managing Members of FC2M. FC2M exercises sole voting and investment power over the shares owned by FC2, FC2E, and FC2P. As Managing Members of FC2M, Ms. Gould and Mssrs. Anderson, Elmore, Koontz and Schuh may be deemed to share voting and investment power over the shares owned by FC2, FC2E, and FC2P. Each of the Managing Members of FC2M disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein.
3.	FC Leadership Management Co., LLC ("FCLM") serves as the sole Manager of Foundation Capital Leadership Fund, L.P. ("FCL") and Foundation Capital Leadership Principals Fund, LLC ("FCLP"). William Elmore, Kathryn Gould, Paul Koontz, and Mike Schuh are Managing Members of FCLM. FCLM exercises sole voting and investment power over the shares owned by FCL and FCLP. As Managing Members of FCLM, Ms. Gould and Mssrs. Elmore, Koontz and Schuh may be deemed to share voting and investment power over the shares owned by FCL and FCLP. Each of the Managing Members of FCLM disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein.
4.	In kind distribution. On 05/10/2012, Foundation Capital II, LP distributed 1,200,000 shares of stock to its Partners through which Ms. Gould received 31,792 shares indirectly; Foundation Capital Leadership Fund, LP distributed 800,000 shares of stock to its Partners through which Ms. Gould received 18,629 shares indirectly.
5.	Shares held by Kathryn Gould as trustee of Ridgewalker Trust.

	Signatures
	/s/ Gail M. Haney, Attorney-in-fact	05/14/2012
	** 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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