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*
Benioff Marc

(Last) (First) (Middle)
THE LANDMARK @ ONE MARKET STREET
SUITE 300

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SALESFORCE COM INC [ CRM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/22/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
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)
Code V Amount (A) or (D) Price
Common Stock 03/23/2018 S(1) 1,100 D $114.7709(2) 33,280,700 D(3)
Common Stock 03/23/2018 S(1) 300 D $117.8567(4) 33,280,400 D(3)
Common Stock 03/23/2018 S(1) 1,900 D $116.1474(5) 33,278,500 D(3)
Common Stock 03/23/2018 S(1) 1,700 D $116.9318(6) 33,276,800 D(3)
Common Stock 03/26/2018 S(1) 1,791 D $116.015(7) 33,275,009 D(3)
Common Stock 03/26/2018 S(1) 600 D $116.935(8) 33,274,409 D(3)
Common Stock 03/26/2018 S(1) 1,600 D $118.0094(9) 33,272,809 D(3)
Common Stock 03/26/2018 S(1) 1,009 D $118.9122(10) 33,271,800 D(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
Performance-Based Restricted Stock Units $0(11) 03/22/2018 A 104,127 04/15/2021(12) 04/15/2021(12) Common Stock 104,127 $0 104,127 D
Non-qualified Stock Option (Right to Buy) $118.04 03/22/2018 A 317,105 03/22/2019(13) 03/22/2025 Common Stock 317,105 $0 317,105 D
Explanation of Responses:
1. Pursuant to a 10b5-1 Plan.
2. Weighted average price. These shares were sold in multiple transactions at prices ranging from $114.3600 to $115.2200 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
3. Shares held in The Marc R. Benioff Revocable Trust.
4. Weighted average price. These shares were sold in multiple transactions at prices ranging from $117.5700 to $118.0000 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
5. Weighted average price. These shares were sold in multiple transactions at prices ranging from $115.5600 to $116.5300 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
6. Weighted average price. These shares were sold in multiple transactions at prices ranging from $116.5600 to $117.5300 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
7. Weighted average price. These shares were sold in multiple transactions at prices ranging from $115.3800 to $116.3700 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
8. Weighted average price. These shares were sold in multiple transactions at prices ranging from $116.4100 to $117.3200 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
9. Weighted average price. These shares were sold in multiple transactions at prices ranging from $117.5800 to $118.5300 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
10. Weighted average price. These shares were sold in multiple transactions at prices ranging from $118.6100 to $119.2000 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
11. Each performance-based restricted stock unit, or PRSU, represents a contingent right to receive one share of Issuer common stock.
12. The PRSUs will vest depending on Issuer's total shareholder return ("TSR") over the three-year period from the grant date (the "Performance Period"), relative to companies in the NASDAQ-100 Index as of the grant date (the "Index Group"). If Issuer's TSR over the Performance Period is at the 60th percentile when ranked against the Index Group TSRs, 100% of the target number of shares will vest. For every percentile by which Issuer's TSR ranking within the Index Group exceeds the 60th percentile, shares vesting will increase by 3 and 1/3%, up to a maximum payout of 200% of target if Issuer's TSR ranking is at the 99th percentile. For every percentile by which Issuer's TSR ranking within the Index Group is below the 60th percentile, shares vesting will decrease by 2 and 22/39%, with no payout if Issuer's TSR ranking is below the 30th percentile. If Issuer's absolute TSR over the Performance Period is negative, the number of shares vesting will not exceed 100% of target.
13. Option vests over four years at the rate of 25% on March 22, 2019, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months.
/s/ Scott Siamas, Attorney-in-Fact for Marc Benioff 03/26/2018
** 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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