UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K

____________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

December 110, 2014

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RAINMAKER SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

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	Delaware
(State or other jurisdiction of incorporation)
000-28009		33-0442860
(Commission File Number)		(IRS Employer Identification No.)
900 East Hamilton Ave. Campbell, CA		95008
(Address of principal executive offices)		(Zip Code)

(408) 626-3800

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:




[ ]		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 58 -– ~~Corporate~~Other ~~Governance and Management~~Events

Item 58.0201 -– ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

OnAs ~~December~~previously 1,disclosed ~~2014,~~in ~~James~~the ~~Hopkins~~Company’s ~~resigned~~Quarterly asReport aon ~~Class~~Form II10-Q ~~director~~filed ~~and~~with ~~Chairman~~the ofCommission ~~the~~on ~~Board~~November of19, 2014, the Company~~. Mr.~~ ~~Hopkins~~received ~~has~~a ~~served~~notification asof ~~director~~disposition of collateral from the ~~Company~~collateral ~~since~~agent ~~December~~for ~~2013. His~~the ~~resignation~~holders isof ~~due~~the toCompany’s ~~personal~~Convertible ~~reasons~~Notes and isSupplemental ~~not~~Notes notifying the ~~result~~Company ofthat ~~any~~a ~~dispute~~foreclosure sale of all or ~~disagreement~~substantially ~~relating~~all toof the Company'’s ~~operations,~~assets ~~policies~~would ortake ~~practices. Mr.~~place ~~Hopkins~~on ~~will~~December ~~continue~~4, to2014. Upon ~~work~~completion ~~with~~of this sale the Company aswould anno ~~uncompensated~~longer ~~advisor~~be able to ~~the~~continue ~~Board~~as ofa ~~Directors~~going concern and would immediately cease operations.

On December 110, 2014, C.the ~~Finnegan~~Company ~~Faldi~~received ~~resigned~~formal asnotice afrom ~~Class~~the Icollateral ~~director~~agent ofand the ~~Company. Mr.~~holders ~~Faldi~~of ~~has~~a ~~served~~majority asof athe ~~director~~outstanding principal amount of the Company’s ~~since~~Convertible ~~November~~Notes ~~2012. His~~and ~~resignation~~Supplemental isNotes ~~due~~that tothe ~~personal~~foreclosure ~~reasons~~sale ~~and~~was isrescinded ~~not~~and that the ~~result~~foreclosure ofsale ~~any~~has ~~dispute~~been orrescheduled ~~disagreement~~for ~~relating~~January 15, 2015, to allow the Company's ~~operations,~~and ~~policies~~the ornote ~~practices~~holders additional time to continue their workout discussions.

OnCAUTIONARY ~~December~~STATEMENT 1-- Certain information in this Current Report on Form 8-K is forward-looking. Forward-looking information is based on management's estimates, ~~2014~~assumptions and projections, ~~Eric~~and ~~Salzman~~is ~~resigned~~subject asto asignificant ~~Class~~uncertainties ~~III~~and ~~director~~other factors, many of which are beyond the Company~~. Mr.~~’s ~~Salzman~~control, ~~has~~including ~~served~~the asoutcome aof ~~director~~our ofworkout ~~the~~discussions ~~Company~~with ~~since~~the ~~October~~holders ~~2013. His~~of ~~resignation~~our isConvertible ~~due~~Notes toand ~~personal~~Supplemental ~~reasons~~Notes. ~~and~~Important isrisk ~~not~~factors ~~the~~could ~~result~~cause ofactual ~~any~~future ~~dispute~~results orand ~~disagreement~~other ~~relating~~future events to ~~the~~differ ~~Company's~~materially ~~operations,~~from ~~policies~~those orcurrently ~~practices~~estimated by management.

Both Mr. Faldi and Mr. Salzman served on the Company’s Audit Committee, the Compensation Committee, and its Corporate Governance and Nominating Committee. No replacement members have been named.

The Chairman of the Board position will remain vacant pending future Board changes.

Section 9 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits. None.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		RAINMAKER SYSTEMS, INC.
		(Registrant)
December 1, 2014		By: /s/ Bryant Tolles, III
December 10, 2014		By: /s/ Bryant Tolles, III
Date		Name: Bryant Tolles, III
		Title: Chief Financial Officer

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