BENCHMARK CAPITAL MANAGEMENT CO IV LLC

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BENCHMARK CAPITAL MANAGEMENT CO IV LLC

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/13/2004

3. Issuer Name and Ticker or Trading Symbol
PeopleSupport, Inc. [ NONE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0	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 Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	650,705	⁽³⁾	D⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	186,592	⁽³⁾	D⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	24,337	⁽³⁾	D⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	7,245	⁽³⁾	D⁽⁷⁾
Series C Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	60,265	⁽³⁾	D⁽⁸⁾
Series C Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	961,745	⁽³⁾	I	See Note⁽⁹⁾
Series C Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	961,745	⁽³⁾	I	See Note⁽¹⁰⁾
Series C Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	961,745	⁽³⁾	I	See Note⁽¹¹⁾
Series C Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	942,184	⁽³⁾	I	See Note⁽¹²⁾
Series C Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	942,184	⁽³⁾	I	See Note⁽¹³⁾
Series C Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	935,664	⁽³⁾	I	See Note⁽¹⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	935,664	⁽³⁾	I	See Note⁽¹⁵⁾
Series C Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	930,448	⁽³⁾	I	See Note⁽¹⁶⁾
Series C Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	929,144	⁽³⁾	I	See Note⁽¹⁷⁾
Series D Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	154,587	⁽³⁾	D⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	44,329	⁽³⁾	D⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	5,782	⁽³⁾	D⁽⁶⁾
Series D Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	1,721	⁽³⁾	D⁽⁷⁾
Series D Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	14,317	⁽³⁾	D⁽⁸⁾
Series D Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	228,481	⁽³⁾	I	See Note⁽⁹⁾
Series D Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	228,481	⁽³⁾	I	See Note⁽¹⁰⁾
Series D Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	228,481	⁽³⁾	I	See Note⁽¹¹⁾
Series D Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	223,834	⁽³⁾	I	See Note⁽¹²⁾
Series D Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	223,834	⁽³⁾	I	See Note⁽¹³⁾
Series D Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	222,285	⁽³⁾	I	See Note⁽¹⁴⁾
Series D Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	222,285	⁽³⁾	I	See Note⁽¹⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	221,047	⁽³⁾	I	See Note⁽¹⁶⁾
Series D Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	220,736	⁽³⁾	I	See Note⁽¹⁷⁾

1. Name and Address of Reporting Person^*

BENCHMARK CAPITAL MANAGEMENT CO IV LLC

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BENCHMARK FOUNDERS FUND IV LP

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BENCHMARK FOUNDERS FUND IV A LP

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BENCHMARK FOUNDERS FUND IV-B LP

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BENCHMARK FOUNDERS FUND IV-X LP

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RACHLEFF ANDREW S

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HARVEY KEVIN

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Series C Preferred Stock and Series D Preferred Stock shall be automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering to occur at a later date and has no expiration date.

2. Not applicable.

3. 1-to-1

4. Shares are owned directly by Benchmark Capital Partners IV, L.P. ("BCP IV").

5. Shares are owned directly by Benchmark Founders Fund IV, L.P. ("BFF IV").

6. Shares are owned directly by Benchmark Founders Fund IV-A, L.P. ("BFF IV-A").

7. Shares are owned directly by Benchmark Founders Fund IV-B, L.P. ("BFF IV-B").

8. Shares are owned directly by Benchmark Founders Fund IV-X, L.P. ("BFF IV-X").

9. Andrew S. Rachleff, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 929,144 shares of Series C Preferred Stock and 220,736 shares of Series D Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Rachleff may be deemed to share voting and dispositive power over 32,601 shares of Series C Preferred Stock and 7,745 shares of Series D Preferred Stock held by his family trust.

10. Kevin R. Harvey, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 929,144 shares of Series C Preferred Stock and 220,736 shares of Series D Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Harvey may be deemed to share voting and dispositive power over 32,601 shares of Series C Preferred Stock and 7,745 shares of Series D Preferred Stock held by his family trust.

11. Bruce Dunlevie, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 929,144 shares of Series C Preferred Stock and 220,736 shares of Series D Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Dunlevie may be deemed to share voting and dispositive power over 32,601 shares of Series C Preferred Stock and 7,745 shares of Series D Preferred Stock held by his family trust.

12. Robert Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 929,144 shares of Series C Preferred Stock and 220,736 shares of Series D Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power over 13,040 shares of Series C Preferred Stock and 3,098 shares of Series D Preferred Stock held by his family trust.

13. Alexandre Balkanski, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 929,144 shares of Series C Preferred Stock and 220,736 shares of Series D Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Balkanski may be deemed to share voting and dispositive power over 13,040 shares of Series C Preferred Stock and 3,098 shares of Series D Preferred Stock held by his family trust.

14. David M. Beirne, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 929,144 shares of Series C Preferred Stock and 220,736 shares of Series D Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Beirne may be deemed to share voting and dispositive power over 6,520 shares of Series C Preferred Stock and 1,549 shares of Series D Preferred Stock held by his family trust.

15. J. William Gurley, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 929,144 shares of Series C Preferred Stock and 220,736 shares of Series D Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Gurley directly holds 6,520 shares of Series C Preferred Stock and 1,549 shares of Series D Preferred Stock.

16. Steven M. Spurlock, a managing member of BCMC IV, may be deemed to share voting and dispositive power over the 929,144 shares of Series C Preferred Stock and 220,736 shares of Series D Preferred Stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Spurlock may be deemed to share voting and dispositive power over 1,305 shares of Series C Preferred Stock and 310 shares of Series D Preferred Stock held by his family trust.

17. Benchmark Capital Management Co. IV, L.L.C. ("BCMC IV"), the Designated Filer, is the general partner of each of BCP IV, BFF-IV, BFF IV-A, BFF IV-B and BFF IV-X, and may be deemed to have the sole voting and dispositive power over the 929,144 shares of Series C Preferred Stock and 220,736 shares of Series D Preferred Stock directly held by such entities. BCMC IV and each of its managing members disclaim beneficial ownership of the shares held by such entities except to the extent of any pecuniary interest therein.

Remarks:

(a) Such reporting person is a member of a group with the other joint filers for purposes of Section 13(d) of the Exchange Act. Alexandre Balkanski, David Beirne, Bruce Dunlevie, J. William Gurley, Kevin R. Harvey, Robert Kagle, Andrew S. Rachleff and Steven M. Spurlock are the managing members of Benchmark Capital Management Co. IV, L.L.C. [GP], which serves as the general partner to Benchmark Capital Partners IV, L.P., Benchmark Founders' Fund IV, L.P., Benchmark Founders' Fund IV-A, L.P., Benchmark Founders' Fund IV-B, L.P. and Benchmark Founders' Fund IV-X, L.P. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person. * This report is one of two reports, each on a separate Form 3, but relating to the same transaction being filed by the Reporting Persons listed on Exhibit 99.1.

	Steven M. Spurlock, Managing Member, individually, and pursuant to a power of attorney already on file with the appropriate agencies.	09/13/2004
	** 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).
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