SEC FORM 4/A

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^*

SCHWARTZ JEFFREY M

(Last)

(First)

(Middle)

C/O BAIN CAPITAL VENTURE PARTNERS, LLC

111 HUNTINGTON AVE

(Street)

BOSTON

02199

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/13/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.00001	06/05/2007		G		1,587	D	$0.00	2,518	D
Class A Common Stock, par value $0.00001								3,116,774	I	See Footnotes⁽¹⁾⁽²⁾
Class A Common Stock, par value $0.00001	06/11/2007		S		1,025,460	D	$18.91	2,091,314	I	See Footnotes⁽³⁾⁽⁴⁾
Class A Common Stock, par value $0.00001								2,518	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$21.03	06/07/2007		A		6,000		06/07/2008⁽⁵⁾	06/07/2017	Class A Common Stock	6,000	$0	6,000	D

Explanation of Responses:

1. Mr. Schwartz, as a member and 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 held by BCVF. Mr. Schwartz disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On 6/5/2007, BCVF distributed 113,173 shares of Common Stock to one or more members or partners in connection with certain charitable gifts made by such members or partners on 6/5/2007. Following such distribution, BCVF held 2,735,388 shares of Common Stock.

2. Mr. Schwartz is a managing member and a Managing Director of BCVI which is attorney-in-fact for Bain Capital Investors, LLC ("BCI"), which is the managing partner 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 held by BCIP II and the shares held by BCIP II-B. Mr. Schwartz disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein. On 6/5/2007, BCIP II and BCIP II-B distributed 75,872 and 8,678 shares of Common Stock, respectively, to one or more members or partners in connection with certain charitable gifts made by such members or partners on 6/5/2007. Following such distribution, BCIP II and BCIP II-B held 318,362 and 63,024 shares of Common Stock, respectively.

3. Mr. Schwartz, as a member and 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 held by BCVF. Mr. Schwartz disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On 6/11/2007, BCVF sold 938,061 shares of Common Stock. Following such sale, BCVF held 1,797,327 shares of Common Stock.

4. Mr. Schwartz is a managing member and a Managing Director of BCVI which is attorney-in-fact for Bain Capital Investors, LLC ("BCI"), which is the managing partner of BCIP Associates II ("BCIP II") and BCIP Associates II-B ("BCIP II-B"). By virture of these relationships, Mr. Schwartz may thus be deemed to share voting and dispositive power with respect to the shares held by BCIP II and the shares held by BCIP II-B. Mr. Schwartz disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein. On 6/11/2007, BCIP II and BCIP II-B sold 69,616 and 17,783 shares of Common stock, respectively. Following such sale, BCIP II and BCIP II-B held 248,746 and 45,241 shares of Common Stock, respectively.

5. The option becomes exercisable and fully vested on June 7, 2008.

	/s/ Jeffrey M. Schwartz	06/15/2007
	** 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).
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