SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Blessing Jason

(Last)

(First)

(Middle)

C/O TALEO CORPORATION

4140 DUBLIN BOULEVARD, SUITE 400

(Street)

DUBLIN

94568

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TALEO CORP [ TLEO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Products & Technology

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2012

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/05/2012		D		73,977	D	⁽¹⁾⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$17.91	04/05/2012		D			35,000	⁽³⁾⁽⁴⁾	05/10/2017	Class A Common Stock	35,000	$0	0	D
Stock Option (right to buy)	$15.87	04/05/2012		D			12,000	⁽³⁾⁽⁴⁾	05/12/2019	Class A Common Stock	12,000	$0	0	D
Stock Option (right to buy)	$21.18	04/05/2012		D			22,528	⁽³⁾⁽⁴⁾	02/16/2017	Class A Common Stock	22,528	$0	0	D
Stock Option (right to buy)	$25.86	04/05/2012		D			13,500	⁽³⁾⁽⁴⁾	08/03/2017	Class A Common Stock	13,500	$0	0	D
Stock Option (right to buy)	$32.932	04/05/2012		D			15,900	⁽³⁾⁽⁴⁾	02/14/2018	Class A Common Stock	15,900	$0	0	D

Explanation of Responses:

1. In accordance with the terms of the Merger Agreement, each outstanding share of the Common Stock of the Issuer was converted into the right to receive $46.00 per share in cash.

2. In accordance with the terms of the Merger Agreement, the unvested portions of the Restricted Stock Units and/or Restricted Stock Awards held by the Reporting Person which were previously reported in Table I of Form 4 were assumed by Oracle and automatically converted into a Restricted Stock Unit or Restricted Stock Award, as applicable, denominated in shares of Oracle common stock.

3. In accordance with the terms of the Merger Agreement, the vested portions of each Issuer stock option held by the Reporting Person were converted into the right to receive $46.00 per share in cash.

4. In accordance with the terms of the Merger Agreement, the unvested portions of each Issuer stock option held by the Reporting Person were assumed by Oracle and automatically converted into stock options denominated in shares of Oracle common stock.

Remarks:

The securities reported this Form 4 were disposed in connection with the acquisition (the "Merger") of the Issuer by Tiger Acquisition Corporation, a wholly owned subsidiary of OC Acquisition LLC, a wholly owned subsidiary of Oracle Corporation ("Oracle"), pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, OC Acquisition LLC, Tiger Acquisition Corporation and Oracle. As a result of the Merger, the Issuer became an indirect wholly owned subsidiary of Oracle.

	Josh Faddis, Attorney-in-fact for Jason Blessing	04/10/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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