SEC FORM 4

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^*

Felt Bruce C. Jr.

(Last)

(First)

(Middle)

C/O SUCCESSFACTORS, INC.

1500 FASHION ISLAND BLVD., SUITE 300

(Street)

SAN MATEO

94404

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SuccessFactors, Inc. [ SFSF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2012

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)
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)
Common Stock	02/22/2012		D⁽¹⁾		5,142	D	$40	0	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)
Stock Option (Right to Buy)	$5.11	02/22/2012		D⁽¹⁾			33,243	⁽²⁾	⁽³⁾	Common Stock	33,243	$34.89⁽²⁾	0	D
Stock Option (Right to Buy)	$11.55	02/22/2012		D⁽¹⁾			31,049	⁽²⁾	⁽³⁾	Common Stock	31,049	$28.45⁽²⁾	0	D
Stock Option (Right to Buy)	$20.22	02/22/2012		D⁽¹⁾			70,000	⁽²⁾	⁽³⁾	Common Stock	70,000	$19.78⁽²⁾	0	D
Restricted Stock Units	$0	02/22/2012		D⁽¹⁾			15,000	⁽⁴⁾	⁽⁴⁾	Common Stock	15,000	$40⁽⁴⁾	0	D
Restricted Stock Units	$0	02/22/2012		D⁽¹⁾			52,500	⁽⁵⁾	⁽⁵⁾	Common Stock	52,500	$40⁽⁵⁾	0	D
Restricted Stock Units	$0	02/22/2012		D⁽¹⁾			31,429	⁽⁶⁾	⁽⁶⁾	Common Stock	31,429	$40⁽⁶⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger ("Merger") of the Issuer with and into a wholly-owned subsidiary of SAP America, Inc. ("SAP").

2. The stock option grant was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the aggregate number of outstanding shares subject to such option and (ii) the excess of $40.00 per share over the per share exercise price of the option.

3. Not applicable.

4. The restricted stock unit award, which provides for annual vesting in two equal installments beginning March 3, 2012 and ending March 3, 2013, was assumed by SAP in the Merger and converted into a vesting cash award at $40.00 per share.

5. The restricted stock unit award, which provides for annual vesting in three equal installments beginning March 18, 2012 and ending March 18, 2014, was assumed by SAP in the Merger and converted into a vesting cash award at $40.00 per share.

6. The restricted stock unit award, which provides for annual vesting in four equal installments beginning March 16, 2012 and ending March 16, 2015, was assumed by SAP in the Merger and converted into a vesting cash award at $40.00 per share.

Remarks:

	/s/ Bruce C. Felt, Jr. by Hillary B. Smith, Attorney-in-Fact	02/24/2012
	** 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).
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