SEC Form 3
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*
General Catalyst Group, LLC

(Last) (First) (Middle)
20 UNIVERSITY ROAD
SUITE 450

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2005
3. Issuer Name and Ticker or Trading Symbol
TALEO CORP [ TLEO ]
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)
Class A Common Stock 1,698,135 I See Footnote(1)(2)(3)(4)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock (5) (6) Class A Common Stock 10,188,810 $0.1667 I See Footnote(1)(2)(3)(4)
1. Name and Address of Reporting Person*
General Catalyst Group, LLC

(Last) (First) (Middle)
20 UNIVERSITY ROAD
SUITE 450

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
General Catalyst Partners, LLC

(Last) (First) (Middle)
20 UNIVERSITY ROAD
SUITE 450

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Fialkow David P

(Last) (First) (Middle)
20 UNIVERSITY ROAD
SUITE 450

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cutler Joel E

(Last) (First) (Middle)
20 UNIVERSITY ROAD
SUITE 450

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. General Catalyst Group, LLC is the holder of record of 10,188,810 shares of Series C Preferred Stock of Taleo Corporation ("Taleo"), which shares are convertible into 1,698, 135 shares of Class A Common Stock of Taleo based on a conversion ratio of 1 share of Series C Preferred Stock being convertible into 0.1667 share of Class A Common Stock. The shares of Series C Preferred Stock are convertible into Class A Common Stock at the option of the holder at any time and shall automatically convert into Class A Common Stock immediately upon the effectiveness of a firm commitment underwritten public offering pursuant to an effection Registration Statement on Form S-1.
2. As the Managing Member of General Catalyst Group, LLC, General Catalyst Partners, LLC is deemed to beneficially own the 1,698,135 shares of Class A Common Stock held by General Catalyst Group, LLC because it has the sole power to vote or direct the voting of these shares and it has the sole power to dispose or to direct the disposition of these shares.
3. As a member of the Board of Managers of General Catalyst Partners, LLC, Mr. Joel E. Cutler is deemed to beneficially own the shares of Class A Common Stock deemed to be beneficially owned by General Catalyst Partners, LLC. Mr. Cutler disclaims beneficial ownership of these securiteis except to the extent of his pecuniary interest therein.
4. As a member of the Board of Managers of General Catalyst Partners, LLC, Mr. David P. Fialkow is deemed to beneficially own the shares of Class A Common Stock deemed to be beneficially owned by General Catalyst Partners, LLC. Mr. Fialkow disclaims beneficial ownership of these securiteis except to the extent of his pecuniary interest therein.
5. Immediately
6. Not applicable
Remarks:
/s/ William Fitzgerald, as Chief Financial Officer of General Catalyst Group, LLC 09/20/2005
/s/ William Fitzgerald, as Chief Financial Officer of General Catalyst Partners, LLC 09/20/2005
/s/ Joel E. Cutler 09/20/2005
/s/ David P. Fialkow 09/20/2005
** 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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