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*
General Catalyst Group, LLC

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

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TALEO CORP [ TLEO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/28/2005
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
Class A Common Stock 10/04/2005 C 1,854,142 A (4) 1,854,142 D(1)(2)(3)
Class A Common Stock 09/28/2005 S 180,153 D $14 1,673,989 D(1)(2)(3)
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
Series C Preferred Stock (4) 10/04/2005 C 10,188,810 (4) (4) Class A Common Stock 1,854,142 $0 0 D(1)(2)(3)
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 Partners, LLC, as managing member of General Catalyst Group, LLC, beneficially owns the reported securities indirectly, but disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
2. Joel E. Cutler, as a member of the Board of Managers of General Catalyst Partners, LLC, beneficially owns the reported securities indirectly, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
3. David P. Fialkow, as a member of the Board of Managers of General Catalyst Partners, LLC, beneficially owns the reported securities indirectly, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
4. The Series C Preferred Stock converted into Class A Common Stock based on a conversion ratio of 1 share of Series C Preferred Stock being convertible into 0.1667 share of Class A Common Stock plus an additional 156,007 shares of Class A Common Stock in the aggregate as a result of accruing dividends. The Series C Preferred Stock had no expiration date.
Remarks:
/s/ William Fitzgerald, as Chief Financial Officer of General Catalyst Group, LLC 09/30/2005
/s/ William Fitzgerald, as Chief Finacial Officer of General Catalyst Partners, LLC 09/30/2005
/s/ Joel E. Cutler 09/30/2005
/s/ David P. Fialkow 09/30/2005
** 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 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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