ONSET STANDY MANAGEMENT LLC 4

4 · CALLIDUS SOFTWARE INC · Filed May 27, 2004

Insider Transaction Report

Form 4Exit

Period: 2004-05-26

CALLIDUS SOFTWARE INCCALD

OPDENDYK TERRY L

Director

Transactions

Other
COMMON STOCK
[F1][F8][F2]
2004-05-26−600,000→ 1,080,076 total(indirect: By Partnership)
Other
COMMON STOCK
[F1][F8]
2004-05-26+60,360→ 60,360 total
Other
COMMON STOCK
[F1][F8]
2004-05-26+60,360→ 60,360 total
Sale
COMMON STOCK
[F4]
2004-05-26$7.12/sh−6,700$47,704→ 317,660 total(indirect: By Partnership)
Sale
COMMON STOCK
[F4]
2004-05-26$7.08/sh−4,335$30,692→ 313,325 total(indirect: By Partnership)
Sale
COMMON STOCK
[F5]
2004-05-26$7.12/sh−2,300$16,376→ 107,011 total(indirect: By Partnership)
Sale
COMMON STOCK
[F5]
2004-05-26$7.08/sh−1,169$8,277→ 105,842 total(indirect: By Partnership)
Sale
COMMON STOCK
[F6]
2004-05-26$7.12/sh−1,000$7,120→ 52,228 total(indirect: By Partnership)
Sale
COMMON STOCK
[F6]
2004-05-26$7.08/sh−1,396$9,884→ 50,832 total(indirect: By Partnership)

Holdings

COMMON STOCK
[F3]
(indirect: By Partnership)
558,647
COMMON STOCK
[F7]
(indirect: BY CORPORATION)
11,880
Stock Option (right to buy)
[F8][F9]
→ COMMON STOCK
48,000
Stock Option (right to buy)
[F8][F10]
(indirect: By Partnership)
→ COMMON STOCK
3,750

Footnotes (10)

[F1]Represents pro rata in-kind distribution of shares by ONSET Enterprise Associates II, L.P., without consideration, to its Limited and General Partners in accordance with the terms of the ONSET Enterprise Associates II, L.P. Partnership Agreement. Includes 60,360 shares distributed to Mr. Opdendyk and 60,360 distributed to Mr. Kuhling.
[F10]Options are beneficially owned by ONSET Enterprise Associates II, L.P. OEA II Management, L.P. is the General Partner of ONSET Enterprise Associates II, L.P. Terry L. Opdendyk and Robert F. Kuhling, Jr. are General Partners of OEA II Management, L.P. and, as such, may be deemed to have an indirect pecuniary interest in an indeterminate portion of options beneficially owned by ONSET Enterprise Associates II, L.P. Mr. Opdendyk and Mr. Kuhling disclaim beneficial ownership of these options, except to the extent of their direct pecuniary interest therein, if any.
[F2]Shares are beneficially owned directly by ONSET Enterprise Associates II, L.P. OEA II Management, L.P. is the General Partner of ONSET Enterprise Associates II, L.P. Terry L. Opdendyk and Robert F. Kuhling, Jr. are General Partners of OEA II Management, L.P. and, as such, may be deemed to have an indirect pecuniary interest in an indeterminate portion of shares beneficially owned by ONSET Enterprise Associates II, L.P. Mr. Opdendyk and Mr. Kuhling disclaim beneficial ownership of these shares, except to the extent of their direct pecuniary interest therein, if any.
[F3]Shares are beneficially owned directly by ONSET Enterprise Associates III, L.P. OEA III Management, L.L.C, is the General Partner of ONSET Enterprise Associates III, L.P. Terry L. Opdendyk and Robert F. Kuhling, Jr. are Managing Directors of OEA III Management, L.L.C. and as such, may be deemed to have an indirect pecuniary interest in an indeterminate portion of shares beneficially owned by ONSET Enterprise Associates III, L.P. Mr. Opdendyk and Mr. Kuhling disclaim beneficial ownership of these shares, except to the extent of their direct pecuniary interest therein, if any.
[F4]Shares are beneficially owned directly by ONSET Standby Fund, L.P. ONSET Standby Management, L.L.C, is the General Partner of ONSET Standby Fund, L.P. Terry L. Opdendyk and Robert F. Kuhling, Jr. are Limited Partners of ONSET Standby Fund, L.P. and Managing Directors of ONSET Standby Management, L.L.C. and, as such, may be deemed to have an indirect pecuniary interest in an indeterminate portion of shares beneficially owned by ONSET Standby Fund, L.P. Mr. Opdendyk and Mr. Kuhling disclaim beneficial ownership of these shares, except to the extent of their direct pecuniary interest therein, if any.
[F5]Shares are beneficially owned directly by GS PEP I ONSET Standby Fund, L.P. ONSET Standby Management, L.L.C is the General Partner of GS PEP I ONSET Standby Fund, L.P. Terry L. Opdendyk and Robert F. Kuhling, Jr. are Managing Directors of ONSET Standby Management, L.L.C. and, as such, may be deemed to have an indirect pecuniary interest in an indeterminate portion of shares beneficially owned by GS PEP I ONSET Standby Fund, L.P. Mr. Opdendyk and Mr. Kuhling disclaim beneficial ownership of these shares, except to the extent of their direct pecuniary interest therein, if any.
[F6]Shares are beneficially owned directly by GS PEP I Offshore ONSET Standby Fund, L.P. ONSET Standby Management, L.L.C is the General Partner of GS PEP I Offshore ONSET Standby Fund, L.P. Terry L. Opdendyk and Robert F. Kuhling, Jr. are Managing Directors of ONSET Standby Management, L.L.C. and, as such, may be deemed to have an indirect pecuniary interest in an indeterminate portion of shares beneficially owned by GS PEP I Offshore ONSET Standby Fund, L.P. Mr. Opdendyk and Mr. Kuhling disclaim beneficial ownership of these shares, except to the extent of their direct pecuniary interest therein, if any.
[F7]Shares are beneficially owned directly by ONSET Venture Services Corporation. Terry L. Opdendyk and Robert F. Kuhling, Jr. are controlling shareholders of ONSET Venture Services Corporation and, as such, may be deemed to have an indirect pecuniary interest in a portion of shares beneficially owned by ONSET Venture Services Corporation. Mr. Opdendyk and Mr. Kuhling disclaim beneficial ownership of these shares, except to the extent of their direct pecuniary interest therein, if any.
[F8]Not applicable
[F9]Options are beneficially owned by Terry L. Opdendyk

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