4//SEC Filing
SuccessFactors, Inc. 4
Accession 0001181431-12-011177
CIK 0001402305operating
Filed
Feb 22, 7:00 PM ET
Accepted
Feb 23, 4:02 PM ET
Size
11.7 KB
Accession
0001181431-12-011177
Insider Transaction Report
Form 4
SuccessFactors, Inc.NYSE: SFSF
SAP AG
10% Owner
Transactions
- Other
Common Stock
2012-02-22$40.00/sh+4,519,348$180,773,920→ 1,000 total - Purchase
Common Stock
2012-02-21$40.00/sh+965,074$38,602,960→ 77,227,139 total - Purchase
Common Stock
2012-02-22$40.00/sh+3,796,704$151,868,160→ 81,023,843 total
SAP America, Inc.
10% Owner
Transactions
- Other
Common Stock
2012-02-22$40.00/sh+4,519,348$180,773,920→ 1,000 total - Purchase
Common Stock
2012-02-22$40.00/sh+3,796,704$151,868,160→ 81,023,843 total - Purchase
Common Stock
2012-02-21$40.00/sh+965,074$38,602,960→ 77,227,139 total
Footnotes (8)
- [F1]This form is a joint filing by SAP AG and SAP America, Inc., a wholly-owned subsidiary of SAP AG ("SAP America").
- [F2]This Form 4 relates to shares of common stock of SuccessFactors, Inc. ("SuccessFactors"), par value $0.001 per share (the "Shares"). Through a wholly-owned subsidiary, Saturn Expansion Corporation (the "Purchaser"), SAP AG and SAP America commenced a tender offer for all of the issued and outstanding Shares (the "Offer") pursuant to the Tender Offer Statement on Schedule TO, as amended or supplemented, initially filed with the U.S. Securities and Exchange Commission on December 16, 2011 by SAP AG, SAP America and the Purchaser (the "Schedule TO").
- [F3]Reflects Shares tendered pursuant to notices of guaranteed delivery for which payment was settled on February 21, 2012.
- [F4]Reflects the sum of (a) tendered Shares that were accepted for payment following the expiration of the Offer (excluding shares subject to guaranteed delivery procedures), and (b) the Shares referenced in (3) above.
- [F5]Reflects Shares tendered pursuant to notices of guaranteed delivery for which payment was settled on February 22, 2012.
- [F6]Reflects the sum of the Shares referenced in (4) and (5) above.
- [F7]Reflects all of the outstanding Shares not tendered in the Offer, which may be deemed to have been acquired by SAP AG and SAP America pursuant to the consummation of a "short-form merger" under Delaware law as described in the Schedule TO (the "Merger"). At the effective time of the Merger, these Shares were cancelled and ceased to exist.
- [F8]Prior to the Merger, SAP America held 1000 shares of the common stock, par value $0.01 per share, of the Purchaser (the "Purchaser Shares"), which represented all of the issued and outstanding capital stock of the Purchaser. At the effective time of, and as a result of, the Merger, SAP America became the owner of 100% of the equity interest in SuccessFactors.
Documents
Issuer
SuccessFactors, Inc.
CIK 0001402305
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001402305
Filing Metadata
- Form type
- 4
- Filed
- Feb 22, 7:00 PM ET
- Accepted
- Feb 23, 4:02 PM ET
- Size
- 11.7 KB