| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/16/2012 |
3. Issuer Name and Ticker or Trading Symbol
SuccessFactors, Inc. [ NYSE:SFSF ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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(1)(2) | 76,262,065(3) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This form is a joint filing by SAP AG and SAP America, Inc., a wholly owned subsidiary of SAP AG ("SAP America"). Saturn Expansion Corporation, an indirectly wholly-owned subsidiary of SAP AG and wholly owned subsidiary of SAP America (the "Purchaser") acted as the purchaser of all shares acquired by SAP AG and SAP America. The separate legal existence of the Purchaser ended on February 22, 2012 when it merged with and into SuccessFactors, Inc. ("SuccessFactors"). |
| 2. This Form 3 relates to shares of common stock of SuccessFactors, par value $0.001 per share (the "Shares"). |
| 3. Reflects Shares purchased upon the expiration of a tender offer commenced pursuant to the Tender Offer Statement on Schedule TO, as amended or supplemented, initially filed with the U.S. Securities and Exchange Commission on December 16, 2011 by SAP AG, SAP America and the Purchaser. Amount excludes 5,411,270 Shares tendered through guaranteed delivery procedures. |
| /s/ Michael Ploetner, Authorized Signatory of SAP AG | 02/23/2012 | |
| /s/ Wendy Boufford, Authorized Signatory of SAP AG | 02/23/2012 | |
| /s/ Wendy Boufford, Authorized Signatory of SAP America, Inc. | 02/23/2012 | |
| ** 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). | ||
| 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 Number. | ||