Filing Details

Accession Number:
0001181431-12-011177
Form Type:
4
Zero Holdings:
No
Publication Time:
2012-02-23 16:02:25
Reporting Period:
2012-02-21
Filing Date:
2012-02-23
Accepted Time:
2012-02-23 16:02:25
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1402305 Successfactors Inc. NYSE: SFSF Services-Prepackaged Software (7372) 943398453
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1000184 Ag Sap Dietmar-Hopp-Allee 16
Walldorf 2M 69190
No No Yes No
1319085 Sap America, Inc. 3999 West Chester Pike
Newtown Square PA 19073
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2012-02-21 965,074 $40.00 77,227,139 No 4 P Direct
Common Stock Acquisiton 2012-02-22 3,796,704 $40.00 81,023,843 No 4 P Direct
Common Stock Acquisiton 2012-02-22 4,519,348 $40.00 1,000 No 4 J Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
No 4 P Direct
No 4 J Direct
Footnotes
  1. This form is a joint filing by SAP AG and SAP America, Inc., a wholly-owned subsidiary of SAP AG ("SAP America").
  2. 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").
  3. Reflects Shares tendered pursuant to notices of guaranteed delivery for which payment was settled on February 21, 2012.
  4. 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.
  5. Reflects Shares tendered pursuant to notices of guaranteed delivery for which payment was settled on February 22, 2012.
  6. Reflects the sum of the Shares referenced in (4) and (5) above.
  7. 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.
  8. 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.