Edgar Filing: GAPCO GMBH & CO KG

Ownership Submission

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GA SS HOLDING II LLC

2. Issuer Name and Ticker or Trading Symbol
SERVICESOURCE INTERNATIONAL, INC. [SREV]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See remarks below.

(Last)

(First)

(Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY,LLC, 3 PICKWICK PLAZA

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2012

(Street)

GREENWICH, CT 06830

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	12/07/2012		S		2,000,000	D	$ 5.5	7,337,740	D ⁽¹⁾ ⁽⁸⁾
Common Stock	12/07/2012		S		1,814,266	D	$ 5.5	6,656,306	I	See footnotes ⁽²⁾ ⁽⁸⁾
Common Stock	12/07/2012		S		2,500	D	$ 5.5	9,172	I	See footnotes ⁽³⁾ ⁽⁸⁾
Common Stock	12/07/2012		S		30,000	D	$ 5.5	110,066	I	See footnotes ⁽⁴⁾ ⁽⁸⁾
Common Stock	12/07/2012		S		119,696	D	$ 5.5	439,150	I	See footnotes ⁽⁵⁾ ⁽⁸⁾
Common Stock	12/07/2012		S		28,018	D	$ 5.5	102,794	I	See footnotes ⁽⁶⁾ ⁽⁸⁾
Common Stock	12/07/2012		S		5,520	D	$ 5.5	20,252	I	See footnotes ⁽⁷⁾ ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GA SS HOLDING II LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 3 PICKWICK PLAZA GREENWICH, CT 06830		X		See remarks below.
GENERAL ATLANTIC PARTNERS 83, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 3 PICKWICK PLAZA GREENWICH, CT 06830		X		See remarks below.
GAP Coinvestments CDA, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 3 PICKWICK PLAZA GREENWICH, CT 06830		X		See remarks below.
GAPSTAR LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 3 PICKWICK PLAZA GREENWICH, CT 06830		X		See remarks below.
GAP COINVESTMENTS III LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 3 PICKWICK PLAZA GREENWICH, CT 06830		X		See remarks below.
GAP COINVESTMENTS IV LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 3 PICKWICK PLAZA GREENWICH, CT 06830		X		See remarks below.
GAPCO GMBH & CO KG C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 3 PICKWICK PLAZA GREENWICH, CT 06830		X		See remarks below.
GENERAL ATLANTIC LLC C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 3 PICKWICK PLAZA GREENWICH, CT 06830		X		See remarks below.
GENERAL ATLANTIC GENPAR, L.P. C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 3 PICKWICK PLAZA GREENWICH, CT 06830		X		See remarks below.
GAPCO MANAGEMENT GMBH C/O GENERAL ATLANTIC SERVICE COMPANY,LLC 3 PICKWICK PLAZA GREENWICH, CT 06830		X		See remarks below.

Signatures

/s/ Christopher G. Lanning		12/10/2012
^**Signature of Reporting Person		Date
/s/ Christopher G. Lanning		12/10/2012
^**Signature of Reporting Person		Date
/s/ Christopher G. Lanning		12/10/2012
^**Signature of Reporting Person		Date
/s/ Christopher G. Lanning		12/10/2012
^**Signature of Reporting Person		Date
/s/ Christopher G. Lanning		12/10/2012
^**Signature of Reporting Person		Date
/s/ Christopher G. Lanning		12/10/2012
^**Signature of Reporting Person		Date
/s/ Christopher G. Lanning		12/10/2012
^**Signature of Reporting Person		Date
/s/ Christopher G. Lanning		12/10/2012
^**Signature of Reporting Person		Date
/s/ Christopher G. Lanning		12/10/2012
^**Signature of Reporting Person		Date
/s/ Christopher G. Lanning		12/10/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Following the transactions described herein, GA SS Holding II LLC ("GA II") was the direct beneficial owner of the entire 7,337,740 shares of common stock, par value $0.0001 per share, of ServiceSource International, Inc. (the "Shares") reported herein.
(2)	General Atlantic Partners 83, L.P. ("GAP 83") is a member of GA II and following the transactions described herein indirectly beneficially owns 6,656,306 of the Shares held by GA II.
(3)	GAP Coinvestments CDA, L.P. ("CDA") is a member of GA II and following the transactions described herein indirectly beneficially owns 9,172 of the Shares held by GA II.
(4)	GapStar, LLC ("GapStar") is a member of GA II and following the transactions described herein indirectly beneficially owns 110,066 of the Shares held by GA II.
(5)	GAPCO III is a member of GA II and following the transactions described herein indirectly beneficially owns 439,150 of the Shares held by GA II.
(6)	GAPCO IV is a member of GA II and following the transactions described herein indirectly beneficially owns 102,794 of the Shares held by GA II.
(7)	GAPCO GmbH & Co. KG ("KG") is a member of GA II and following the transactions described herein indirectly beneficially owns 20,252 of the Shares held by GA II.
(8)	General Atlantic LLC ("General Atlantic") is the general partner of General Atlantic GenPar, L.P. ("GA GenPar") and CDA. GA GenPar is the general partner of GAP 83. General Atlantic is the managing member of GAPCO III and GAPCO IV and the officers of GapStar are managing directors of General Atlantic. GAPCO Management GmbH ("GmbH Management") is the general partner of KG. Certain managing directors of General Atlantic make investment decisions for GmbH Management.
Remarks: Each reporting person may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that any reporting person is a member of a group or the beneficial owner of any securities not directly owned by the reporting person.

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