0001193125-12-058024.txt : 20120214 0001193125-12-058024.hdr.sgml : 20120214 20120214061153 ACCESSION NUMBER: 0001193125-12-058024 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: MATTHEW TUCKER 2011 GRANTOR RETAINED ANNUITY TRUST 6/1/11 GROUP MEMBERS: MATTHEW TUCKER TRUST UNDER AGREEMENT DATED MAY 26, 2011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tucker Matthew CENTRAL INDEX KEY: 0001536895 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 325 LYTTON AVENUE STREET 2: SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Jive Software, Inc. CENTRAL INDEX KEY: 0001462633 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 421515522 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86613 FILM NUMBER: 12602252 BUSINESS ADDRESS: STREET 1: 325 LYTTON STREET CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 503-295-3700 MAIL ADDRESS: STREET 1: 325 LYTTON STREET CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G 1 d301741dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

 

Jive Software, Inc.

(Name of issuer)

 

 

 

Common Stock

(Title of class of securities)

 

47760A108

(CUSIP number)

 

December 31, 2011

(Date of event which requires filing of this statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


 

CUSIP No. 47760A108  

 

  (1)   

Names of reporting persons

 

Matthew Tucker Trust under agreement dated May 26, 2011.

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with:

   (5)    

Sole voting power

 

5,571,2651

   (6)   

Shared voting power

 

None

   (7)   

Sole dispositive power

 

5,571,2651

   (8)   

Shared dispositive power

 

None

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

5,571,265

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

9.0%

(12)

 

Type of reporting person (see instructions)

 

OO – the beneficial owner is a living trust.

 

1 

Shares held of record by the Trust. Matthew Tucker retains sole voting and dispositive power over these shares.


 

CUSIP No. 47760A108  

 

  (1)   

Names of reporting persons

 

Matthew Tucker 2011 Grantor Retained Annuity Trust under agreement dated June 1, 2011.

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with:

   (5)    

Sole voting power

 

950,0002

   (6)   

Shared voting power

 

   (7)   

Sole dispositive power

 

950,0002

   (8)   

Shared dispositive power

 

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

950,000

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

1.5%

(12)

 

Type of reporting person (see instructions)

 

OO – the beneficial owner is a living trust.

 

2 

Shares held of record by the GRAT Trust. Matthew Tucker retains sole voting and dispositive power over these shares.


 

CUSIP No. 47760A108  

 

  (1)   

Names of reporting persons

 

Matthew Tucker

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with:

   (5)    

Sole voting power

 

6,521,2653

   (6)   

Shared voting power

 

None

   (7)   

Sole dispositive power

 

6,521,2653

   (8)   

Shared dispositive power

 

None

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

6,521,2653

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

10.5%

(12)

 

Type of reporting person (see instructions)

 

IN.

 

3 

Shares held of record by the Trust and the GRAT Trust. Matthew Tucker retains sole voting and dispositive power over these shares.


Item 1(a) Name of issuer: Jive Software, Inc.

Item 1(b) Address of issuer’s principal executive offices: 325 Lytton Avenue, Suite 200, Palo Alto, California 94301

2(a) Name of person filing:

 

  i. Matthew Tucker Trust under agreement dated May 26, 2011 (the “Trust”)

 

  ii. Matthew Tucker 2011 Grantor Retained Annuity Trust under agreement dated June 1, 2011 (the “GRAT Trust”)

 

  iii. Matthew Tucker

Shares are held of record by the Trust and the GRAT Trust. Matthew Tucker retains sole voting and dispositive power over these shares.

2(b) Address or principal business office or, if none, residence:

c/o Jive Software, Inc.

325 Lytton Avenue, Suite 200

Palo Alto, California 94301

2(c) Citizenship:

Mr. Tucker is a citizen of the United States of America. The Trust and GRAT Trust are organized under the laws of the state of California.

2(d) Title of class of securities:

Common Stock

2(e) CUSIP No.:

47760A108

Item 3. If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a: Not Applicable

(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);

(e) ¨ An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);

(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);

(g) ¨ A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);


(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3);

(j) ¨ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k) ¨ Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:                     

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: 6,521,265.

(b) Percent of class: 10.5%.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

a. Trust: 5,571,265

b. GRAT Trust: 950,000

c. Matthew Tucker: 6,521,265

The reported shares are held of record by the Trust and the GRAT Trust. Matthew Tucker retains sole voting and dispositive power over the shares.

(ii) Shared power to vote or to direct the vote:

Not applicable.

(iii) Sole power to dispose or to direct the disposition of:

a. Trust: 5,571,265

b. GRAT Trust: 950,000

c. Matthew Tucker: 6,521,265

The reported shares are held of record by the Trust and the GRAT Trust. Matthew Tucker retains sole voting and dispositive power over the shares.

(iv) Shared power to dispose or to direct the disposition of:

Not applicable.

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d–3(d)(1).


Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

Not applicable.

Instruction. Dissolution of a group requires a response to this item.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or control person has filed this schedule pursuant to Rule 13d–1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d–1(c) or Rule 13d–1(d), attach an exhibit stating the identification of the relevant subsidiary.

Not applicable.

Item 8. Identification and Classification of Members of the Group

If a group has filed this schedule pursuant to §240.13d–1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d–1(c) or Rule 13d–1(d), attach an exhibit stating the identity of each member of the group.

Not applicable.

Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

Not applicable.

Item 10. Certifications

(a) The following certification shall be included if the statement is filed pursuant to §240.13d–1(b):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


(b) The following certification shall be included if the statement is filed pursuant to §240.13d–1(b)(1)(ii)(J), or if the statement is filed pursuant to §240.13d–1(b)(1)(ii)(K) and a member of the group is a non-U.S. institution eligible to file pursuant to §240.13d–1(b)(1)(ii)(J):

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to [insert particular category of institutional investor] is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

(c) The following certification shall be included if the statement is filed pursuant to §240.13d–1(c):


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 13, 2012     Matthew Tucker, as Trustee of the Matthew Tucker Trust under agreement dated May 26, 2011
    Matthew Tucker, as Trustee of the Matthew Tucker 2011Grantor Retained Annuity Trust under agreement dated June 1, 2011
    By:   /s/ Kate Johnson         
      Kate Johnson, Attorney-In-Fact for the above-listed trusts and trustee*
    MATTHEW TUCKER
    By:   /s/ Kate Johnson         
      Kate Johnson, Attorney-In-Fact for the above-listed individual*

 

* Signed pursuant to a Power of Attorney already on file with the appropriate agencies.