| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 | | OMB APPROVAL | | OMB Number: | 3235-0104 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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|
1. Name and Address of Reporting Person*
| 900 E. HAMILTON AVENUE, SUITE 400 | |
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year)
07/03/2008 | 3. Issuer Name and Ticker or Trading Symbol
RAINMAKER SYSTEMS INC
[RMKR]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | General Manager |
| 5. 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 Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
| 2.
Amount of Securities Owned (Instr.
4)
| 3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
| 4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
|---|
|
Common Stock
|
3,219
|
D
| |
|
Common Stock (Restricted Share Award)
|
7,500
|
D
| |
|
Common Stock (Restricted Share Award)
|
21,875
|
D
| |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year)
| 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Excercise Price of Derivative Security
| 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
| 6. Nature of Indirect Beneficial Ownership (Instr. 5)
|
|---|
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
|---|
|
Stock Option
| | 02/19/2017 |
Common Stock
|
15,000
|
$
9.5
|
D
| |
| Explanation of Responses: |
|
|
|
| Steve Valenzuela (POA on file) | 07/03/2008 |
| ** 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 5(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).
|
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. |
| 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 Number. |
EX-24.
rrd185560_214702.html
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
Michael Silton or Steve Valenzuela, and each of them acting or signing alone, as
his or her true
and lawful attorney-in-fact to:
(1)execute for and on behalf of the undersigned, in the undersigned's
capacity as an
officer and/or director of Rainmaker Systems, Inc. (the "Company"), any and all
reports required
to be filed by the undersigned in accordance with Section 16(a) of the
Securities Exchange Act of
1934 and the rules thereunder;
(2)do and perform any and all acts for and on behalf of the undersigned
which may
be necessary or desirable to complete and execute any such Form 3, 4 or 5 or
other required
report and timely file such report with the United States Securities and
Exchange Commission
and any stock exchange or similar authority; and
(3)take any other action of any type whatsoever in connection with the
foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best interest of, or
legally required by, the undersigned, it being understood that the documents
executed by such
attorney-in-fact on behalf of the undersigned, pursuant to this Power of
Attorney, shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may
approve in his
discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and
perform each and every act and thing whatsoever requisite, necessary, and proper
to be done in
the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his or her substitute
or substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the
rights and powers herein granted. The undersigned acknowledges that no such
attorney-in-fact,
in serving in such capacity at the request of the undersigned, is hereby
assuming, nor is the
Company hereby assuming, any of the undersigned's responsibilities to comply
with Section 16
of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer
required to file reports under Section 16 with respect to the undersigned's
holdings of and
transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as
of this 3rd day of July, 2008.
Signature: /s/ Larry Norris
Printed Name: Larry T Norris