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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SALESFORCE COM INC THE LANDMARK @ ONE MARKET STREET SUITE 300 SAN FRANCISCO, CA 94105 |
X |
/s/ Burke F. Norton Executive Vice President and Chief Legal Officer, on behalf of salesforce.com, inc. | 07/12/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On July 11, 2013, in accordance with the Acquisition Agreement by and among salesforce.com, inc. ("salesforce.com"), Excalibur Acquisition Corp, a wholly owned subsidiary of salesforce.com ("Purchaser"), and the Issuer, Purchaser accepted for payment a total of 64,267,881 shares of common stock of the Issuer ("Shares") that were validly tendered and not validly withdrawn in connection with Purchaser's tender offer to acquire all of the outstanding Shares of the Issuer, and subsequently exercised its option to purchase 1,995,952 additional shares from the Issuer, resulting in Purchaser owning one Share more than 90% of the Shares of the Issuer then outstanding. |
(2) | On July 12, 2013, Purchaser merged with and into the Issuer (the "Merger") under the short-form merger provisions of the General Corporation Law of the State of Delaware. At the effective time of the Merger, each outstanding Share owned by salesforce.com or Purchaser was automatically cancelled and retired in accordance with the Acquisition Agreement. |