SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Gianforte Greg R

(Last) (First) (Middle)
RIGHTNOW TECHNOLOGIES, INC.
136 ENTERPRISE BLVD.

(Street)
BOZEMAN MT 59718

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RIGHTNOW TECHNOLOGIES INC [ RNOW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) X Other (specify below)
Chairman and CEO Co-Trustee
3. Date of Earliest Transaction (Month/Day/Year)
11/11/2011
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 11/11/2011 J(1) 45,332 D $0 59,708 I by the Second E. Gallatin River Trust of Greg R. Gianforte
Common Stock 11/11/2011 G(2)(3) 59,708 D $0 0 I by the Second E. Gallatin River Trust of Greg R. Gianforte
Common Stock 11/11/2011 J(1) 45,332 A $0 45,332 D(4)
Common Stock 01/25/2012 D 45,332 D $43(5) 0 D(4)
Common Stock 01/25/2012 D 409,804(6) D $43(5) 0 I by the Gianforte Charitable Remainder Unitrust #1
Common Stock 01/25/2012 D 904,521(7) D $43(5) 0 I by the Gianforte Charitable Remainder Unitrust #2
Common Stock 01/25/2012 D 2,160,224(8) D $43(5) 0 I by trust(9)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Employee Stock Option (right to buy) $8.38 01/25/2012 D 125,000 (10) 02/10/2019 Common Stock 125,000 (10) 0 D
Employee Stock Option (right to buy) $14.91 01/25/2012 D 145,000 (11) 02/08/2020 Common Stock 145,000 (11) 0 D
Employee Stock Option (right to buy) $27.08 01/25/2012 D 145,000 (12) 02/25/2021 Common Stock 145,000 (12) 0 D
1. Name and Address of Reporting Person*
Gianforte Greg R

(Last) (First) (Middle)
RIGHTNOW TECHNOLOGIES, INC.
136 ENTERPRISE BLVD.

(Street)
BOZEMAN MT 59718

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) X Other (specify below)
Chairman and CEO Co-Trustee
1. Name and Address of Reporting Person*
Gianforte Susan

(Last) (First) (Middle)
136 ENTERPRISE BLVD.

(Street)
BOZEMAN MT 59718

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Co-Trustee and Spouse of CEO
Explanation of Responses:
1. Represents automatic distribution to Greg R. Gianforte in satisfaction of the automatic annual annuity distribution obligation of the grantor retained annuity trust.
2. Represents automatic distribution to the remaindermen in satisfaction of the automatic annuity distribution obligation of the grantor retained annuity trust.
3. No consideration of any kind was received for the gift.
4. by Greg R. Gianforte
5. Pursuant to the Agreement and Plan of Merger, dated as of October 23, 2011 (the "Merger Agreement"), by and among RightNow Technologies, Inc. ("RightNow"), OC Acquisition LLC ("Parent"), a Delaware limited liability company and wholly-owned subsidiary of Oracle Corporation ("Oracle"), and Rhea Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent, each share of RightNow common stock was exchanged for $43.00 in cash, without interest and less any applicable withholding taxes.
6. Excludes 2,938 shares previously reported as beneficially owned indirectly by the charitable remainder unitrust which were automatically distributed on December 31, 2011 to the Greg Gianforte Revocable Inter Vivos Trust dated May 23, 2005 and Susan Gianforte Revocable Inter Vivos Trust dated May 23, 2005, Tenants in Common, in satisfaction of the automatic annuity distribution obligation of the charitable remainder unitrust.
7. Excludes 10,605 shares previously reported as beneficially owned indirectly by the charitable remainder unitrust which were automatically distributed on December 31, 2011 to the Greg Gianforte Revocable Inter Vivos Trust dated May 23, 2005 and Susan Gianforte Revocable Inter Vivos Trust dated May 23, 2005, Tenants in Common, in satisfaction of the automatic annuity distribution obligation of the charitable remainder unitrust.
8. Includes 2,938 shares previously reported as beneficially owned indirectly by the Gianforte Charitable Remainder Unitrust #1 and 10,605 shares previously reported as beneficially owned indirectly by the Gianforte Charitable Remainder Unitrust #2, which were automatically distributed to the Greg Gianforte Revocable Inter Vivos Trust dated May 23, 2005 and Susan Gianforte Revocable Inter Vivos Trust dated May 23, 2005, Tenants in Common, in satisfaction of the automatic annuity distribution obligation of the charitable remainder unitrusts.
9. By the Greg Gianforte Revocable Inter Vivos Trust dated May 23, 2005 and Susan Gianforte Revocable Inter Vivos Trust dated May 23, 2005, tenants in common. Mr. Gianforte and his spouse, Susan Gianforte, are co-trustees of the trusts.
10. The option vests and becomes exercisable in eight equal semi-annual installments beginning August 10, 2009. Pursuant to the Merger Agreement, each vested stock option was exchanged for $43.00 in cash less the per share exercise price, without interest. Pursuant to the Merger Agreement, unvested stock options were assumed by Oracle and replaced with an option to purchase 70,718 shares of Oracle common stock for an exercise price of $5.56 per share.
11. The option vests and becomes exercisable in eight equal semi-annual installments beginning August 8, 2010. Pursuant to the Merger Agreement, each vested stock option was exchanged for $43.00 in cash less the per share exercise price, without interest. Pursuant to the Merger Agreement, unvested stock options were assumed by Oracle and replaced with an option to purchase 136,722 shares of Oracle common stock for an exercise price of $9.89 per share.
12. The option vests and becomes exercisable in eight equal semi-annual installments beginning August 25, 2011. Pursuant to the Merger Agreement, each vested stock option was exchanged for $43.00 in cash less the per share exercise price, without interest. Pursuant to the Merger Agreement, unvested stock options were assumed by Oracle and replaced with an option to purchase 191,412 shares of Oracle common stock for an exercise price of $17.95 per share.
/s/ Joshua W. Burnim, Attorney in Fact for: Greg R. Gianforte 01/25/2012
/s/ Joshua W. Burnim, Attorney in Fact for: Susan Gianforte 01/25/2012
** 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 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).
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