Dalgaard Lars 4

4 · SuccessFactors, Inc. · Filed Feb 24, 2012

Form 4

Period: 2012-02-22

DirectorCEO & PRESIDENT

Transactions

Disposition to Issuer
Common Stock
2012-02-22$40.00/sh−111,634$4,465,360→ 0 total
Disposition to Issuer
Stock Option (Right to Buy)
2012-02-22$34.89/sh−300,000$10,467,000→ 0 total
Exercise: $5.11→ Common Stock (300,000 underlying)
Disposition to Issuer
Restricted Stock Units
2012-02-22$40.00/sh−100,000$4,000,000→ 0 total
Exercise: $0.00→ Common Stock (100,000 underlying)
Disposition to Issuer
Performance Stock Units
2012-02-22$40.00/sh−40,000$1,600,000→ 0 total
Exercise: $0.00→ Common Stock (40,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2012-02-22$31.50/sh−800,000$25,200,000→ 0 total
Exercise: $8.50→ Common Stock (800,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2012-02-22$31.25/sh−40,000$1,250,000→ 0 total
Exercise: $8.75→ Common Stock (40,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2012-02-22$19.78/sh−100,000$1,978,000→ 0 total
Exercise: $20.22→ Common Stock (100,000 underlying)
Disposition to Issuer
Restricted Stock Units
2012-02-22$40.00/sh−75,000$3,000,000→ 0 total
Exercise: $0.00→ Common Stock (75,000 underlying)
Disposition to Issuer
Restricted Stock Units
2012-02-22$40.00/sh−81,967$3,278,680→ 0 total
Exercise: $0.00→ Common Stock (81,967 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2012-02-22$38.70/sh−146,653$5,675,471→ 0 total
Exercise: $1.30→ Common Stock (146,653 underlying)

Footnotes (7)

[F1]Disposed of pursuant to the merger ("Merger") of the Issuer with and into a wholly-owned subsidiary of SAP America, Inc. ("SAP").
[F2]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.
[F3]Not applicable.
[F4]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.
[F5]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.
[F6]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.
[F7]The performance stock unit award, which vests as to 100% of the units on March 18, 2012, was assumed by SAP in the Merger and converted into a vesting cash award at $40.00 per share.

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