FORM 4
[ X ] 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
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Miller Timothy A. 		2. Issuer Name and Ticker or Trading Symbol

Rally Software Development Corp [ RALY ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

3333 WALNUT STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/8/2015
(Street)

BOULDER, CO 80301
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/8/2015     U    508470   (1) D $19.50   (2) 104891   (3) D    
Common Stock   7/8/2015     D    1141   D $19.50   (4) 103750   D    
Common Stock   7/8/2015     D    103750   D $19.50   (5) 0   D    
Common Stock   7/8/2015     U    30410   D   (2) 0   I   By Spouse  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   $5.475   7/8/2015     D         336776      (6) 7/31/2021   Common Stock   336776     (6) 0   D    
Stock Option (right to buy)   $13.38   7/8/2015     D         137000      (6) 3/30/2024   Common Stock   137000     (6) 0   D    
Stock Option (right to buy)   $15.54   7/8/2015     D         135000      (6) 3/31/2025   Common Stock   135000     (6) 0   D    

Explanation of Responses:
( 1)  Includes 1,200 shares acquired under the Issuer's 2013 Employee Stock Purchase Plan on June 15, 2015.
( 2)  Per the terms of the Acquisition Agreement, dated May 27, 2015, among the Issuer, CA, Inc., a Delaware corporation, and Grand Prix Acquisition Corp., a Delaware corporation (the "Agreement"), and the Offer (as defined in the Agreement), each share of Issuer common stock was tendered for $19.50 per share in cash, without interest and less any required withholding taxes.
( 3)  Includes 1,141 shares acquired under the Issuer's 2013 Employee Stock Purchase Plan on July 2, 2015.
( 4)  Disposed of pursuant to the Agreement in which the Issuer's common stockholders, as of the Effective Time (as defined in the Agreement) were entitled to receive the merger consideration of $19.50 per share in cash, without interest and less any required withholding taxes.
( 5)  Per the terms of the Agreement, each restricted stock unit award ("RSU") as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to $19.50 per share, without interest and less any required withholding taxes, provided that any portion of such amount payable with respect to unvested RSUs that were not accelerated in connection with the Closing (as defined in the Agreement) is payable on the 12 month anniversary of the Closing subject to the Reporting Person's continued employment through such date.
( 6)  Per the terms of the Agreement, the unexercised portion of the stock option as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to (i) the total number of shares subject to each such option immediately prior to the Closing multiplied by (ii) the excess, if any, of (x) $19.50 per share in cash, over (y) the exercise price payable per share under each such stock option, without interest and less any required withholding taxes, provided that any portion of such amount payable with respect to unvested stock options that were not accelerated in connection with the Closing is payable on the 12 month anniversary of the Closing subject to the Reporting Person's continued employment through such date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Miller Timothy A.
3333 WALNUT STREET
BOULDER, CO 80301 		X
President and CEO

Signatures
/s/ David A. Huberman, Attorney-in-Fact 7/10/2015
** 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).
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 control number.
RALLY SOFTWARE DEVELOPMENT CORP (NYSE:RALY)
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