SEC FORM 4/A

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^*

McGeever James

(Last)

(First)

(Middle)

C/O NETSUITE INC.

2955 CAMPUS DRIVE, SUITE 100

(Street)

SAN MATEO

94403

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NETSUITE INC [ N ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/05/2011

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/23/2011		G	V	600	D	$0	313,045	D
Common Stock	12/01/2011		M⁽¹⁾⁽⁵⁾		4,922	D	$5	317,967	D
Common Stock	12/01/2011		M⁽¹⁾⁽⁵⁾		10,078	A	$12.4	328,045	D
Common Stock	12/01/2011		S⁽¹⁾		1,500	D	$40.4024⁽²⁾	326,545	D
Common Stock	12/01/2011		S⁽¹⁾		13,500	D	$41.6924⁽³⁾	313,045	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$12.4	12/01/2011		M⁽¹⁾⁽⁵⁾			10,078	⁽⁴⁾	06/28/2017	Common Stock	10,078	$0	39,922	D
Employee Stock Option (right to buy)	$5	12/01/2011		M⁽¹⁾⁽⁵⁾			4,922	⁽⁶⁾	12/30/2015	Common Stock	4,922	$0	17,578	D

Explanation of Responses:

1. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 15, 2011.

2. The sale price reported in column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $40.17 to $41.091 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

3. The sale price reported in column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $41.18 to $41.97 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

4. This option is fully vested.

5. See Remarks below.

6. This option is subject to an early exercise provision and is immediately exercisable. One ninety-sixth of the original shares subject to this option vested on January 30, 2006 and one ninety-sixth of the shares vest monthly thereafter.

Remarks:

This report on Form 4/A amends and replaces in its entirety the Form 4 filed by the Reporting Person on December 5, 2011. The previously filed Form 4 incorrectly reported a same day option exercise and sale of 15,000 shares from one option grant, when in fact it was a same day option exercise and sale of an aggregate of 15,000 shares from two option grants. The amount of securities beneficially owned following the reported transactions remains unchanged by this correction.

	/s/ Adriana Botto, by power of attorney	12/07/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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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