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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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Ninth MDV Partners, L.L.C. (Last) (First) (Middle) C/O NINTH MDV PARTNERS, L.L.C. 3000 SAND HILL ROAD, BLDG 3, STE 290 (Street) MENLO PARK CA 94025 (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/17/2013
	4. If Amendment, Date of 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

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	04/17/2013		C		3,012,545	A	$0	3,012,545	I	By MDV IX, L.P.(1)
Common Stock	04/17/2013		C		194,380	A	$0	194,380	I	As nominee for MDV IX, L.P. and MDV ENF IX, L.P.(1)

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
Series C Preferred Stock	(2)	04/17/2013		C			2,650,761	(2)	(3)	Common Stock	2,650,761	$0	0	I	By MDV IX, L.P.(1)
Series D Preferred Stock	(2)	04/17/2013		C			361,784	(2)	(3)	Common Stock	361,784	$0	0	I	By MDV IX, L.P.(1)
Series E Preferred Stock	(2)	04/17/2013		C			194,380	(2)	(3)	Common Stock	194,380	$0	0	I	As nominee for MDV IX, L.P. and MDV ENF IX, L.P.(1)

1. Name and Address of Reporting Person* Ninth MDV Partners, L.L.C. (Last) (First) (Middle) C/O NINTH MDV PARTNERS, L.L.C. 3000 SAND HILL ROAD, BLDG 3, STE 290 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MDV IX LP (Last) (First) (Middle) C/O NINTH MDV PARTNERS, L.L.C. 3000 SAND HILL ROAD, BLDG 3, STE 290 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MDV ENF IX LP (Last) (First) (Middle) C/O NINTH MDV PARTNERS, L.L.C. 3000 SAND HILL ROAD, BLDG 3, STE 290 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Ericson William W. (Last) (First) (Middle) C/O NINTH MDV PARTNERS, L.L.C. 3000 SAND HILL ROAD, BLDG 3, STE 290 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FEIBER JONATHAN D (Last) (First) (Middle) C/O NINTH MDV PARTNERS, L.L.C. 3000 SAND HILL ROAD, BLDG 3, STE 290 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Includes 3,012,545 shares held by MDV IX, L.P. and 194,380 shares held by MDV IX, L.P., as nominee for MDV IX, L.P. and MDV ENF IX, L.P. (collectively, "MDV IX"). Ninth MDV Partners, L.L.C. ("Ninth MDV") is the General Partner of MDV IX. William Ericson and Jonathan Feiber are managing members of Ninth MDV. Each of William Ericson, Jonathan Feiber, and Ninth MDV may be deemed to share voting and dispositive power over the shares held by MDV IX.

2. Each share of the Issuer's Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted on a 1-for-1 basis into shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering (as defined in the Issuer's Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on April 1, 2013).

3. The shares had no expiration date.

	Ninth MDV Partners, L.L.C. By: /s/ Jonathan Feiber, Managing Member	04/18/2013
	MDV IX, L.P. By: Ninth MDV Partners, L.L.C., its General Partner By: /s/ Jonathan Feiber, Managing Member	04/18/2013
	MDV ENF IX, L.P. By: Ninth MDV Partners, L.L.C., its General Partner By: /s/ Jonathan Feiber, Managing Member	04/18/2013
	/s/ William W. Ericson	04/18/2013
	/s/ Jonathan Feiber	04/18/2013
	** 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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