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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TALEO CORP [ TLEO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/06/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, par value $0.00001 | 11/06/2007 | J | 1,700,000 | D | $30.95 | 391,314 | I | See Footnotes(1)(2) | ||
Class A Common Stock, par value $0.00001 | 11/06/2007 | G | 3,750(3) | D | $0 | 40,069 | D | |||
Class A Common Stock, par value $0.00001 | 11/06/2007 | S | 10,000 | D | $29.33 | 30,069 | D | |||
Class A Common Stock, par value $0.00001 | 11/07/2007 | S | 26,953 | D | $29.87 | 3,116(4) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. Jeffrey M. Schwartz, as a Managing Director of Bain Capital Venture Investors, LLC ("BCVI"), the sole general partner of Bain Capital Venture Partners, L.P. ("BCVP"), the sole general partner of Bain Capital Venture Fund 2001, L.P. ("BCVF"), may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCVF. Mr. Schwartz disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On 11/6/2007, BCVF distributed 1,461,022 shares of Common Stock to one or more members or partners, including 39,892 shares of Common Stock to Mr. Schwartz. Following such distribution, BCVF held 336,305 shares of Common Stock. |
2. Mr. Schwartz is a Managing Director of BCVI which is attorney-in-fact for Bain Capital Investors, LLC ("BCI"), which is the managing partner of each of BCIP Associates II ("BCIP II") and BCIP Associates II-B ("BCIP II-B"). By virtue of these relationships, Mr. Schwartz may thus be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP II and BCIP II-B. Mr. Schwartz disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein. On 11/6/2007, BCIP II distributed 202,202 shares of Common Stock to one or more members or partners, including 811 shares of Common Stock to Mr. Schwartz. On 11/6/2007, BCIP II-B distributed 36,776 shares of Common Stock to one or more members or partners. Following such distributions, BCIP II and BCIP II-B held 46,544 and 8,465 shares of Common Stock, respectively. |
3. Mr. Schwartz made a charitable gift of 3,750 shares of Common Stock in conjunction with the distributions of Common Stock he received on 11/6/2007. |
4. Represents 3,116 shares of restricted stock Mr. Schwartz has received as compensation for serving on the Issuer's Board of Directors and related Board committees. These shares are awarded in lieu of cash compensation for services rendered. |
/s/ Jeffrey M. Schwartz | 11/08/2007 | |
** 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). | ||
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. |