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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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 CA 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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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).
** 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.