SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Ramsey James Burr

(Last)

(First)

(Middle)

C/O NETSUITE INC.

2955 CAMPUS DRIVE, SUITE 100

(Street)

SAN MATEO

94403

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/06/2009

3. Issuer Name and Ticker or Trading Symbol
NETSUITE INC [ N ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP Worldwide Sales & Distrib.

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	102,039⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	01/28/2014	Common Stock	13,047	$0.7	D
Employee Stock Option (right to buy)	⁽³⁾	05/17/2015	Common Stock	10,692	$1	D
Employee Stock Option (right to buy)	⁽⁴⁾	12/30/2015	Common Stock	23,437	$5	D
Employee Stock Option (right to buy)	⁽⁵⁾	06/28/2017	Common Stock	37,500	$12.4	D
Employee Stock Option (right to buy)	⁽⁶⁾	12/11/2017	Common Stock	28,125	$14.5	D
Employee Stock Option (right to buy)	⁽⁷⁾	12/18/2017	Common Stock	9,375	$26	D
Employee Stock Option (right to buy)	⁽⁸⁾	08/14/2018	Common Stock	25,000	$17.25	D

Explanation of Responses:

1. Includes 23,437 shares represented by restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of NetSuite Inc. common stock. The Reporting Person was originally awarded 25,000 RSUs. One-sixteenth of the RSUs vested on November 15, 2008 and one-sixteenth of the RSUs shall vest quarterly thereafter.

2. The option is subject to an early exercise provision and is immediately exercisable. An option to purchase 82,700 shares was granted on January 28, 2004 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. One forty-eighth of the shares subject to the option vested on February 15, 2004 and one forty-eighth of the shares vest monthly thereafter.

3. The option is subject to an early exercise provision and is immediately exercisable. An option to purchase 18,329 shares was granted on May 17, 2005 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. One forty-eighth of the shares subject to the option vested on June 17, 2005 and one forty-eighth of the shares vest monthly thereafter.

4. The option is subject to an early exercise provision and is immediately exercisable. An option to purchase 25,000 shares was granted on December 30, 2005 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. One ninety-sixth of the shares subject to the option vested on January 30, 2006 and one ninety-sixth of the shares vest monthly thereafter.

5. The option is fully vested.

6. The option is subject to an early exercise provision and is immediately exercisable. One thirty-sixth of the shares subject to the option vested on January 12, 2009 and one thirty-sixth of the shares shall vest monthly thereafter.

7. One thirty-sixth of the shares subject to the option vested on January 19, 2009 and one thirty-sixth of the shares shall vest monthly thereafter.

8. One forty-eighth of the shares subject to the option vested on August 15, 2008 and one forty-eighth of the shares shall vest on the first day of each month thereafter.

	/s/ Douglas P. Solomon, by power of attorney	02/13/2009
	** 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 5 (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.