6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

February 14, 2011

Commission file number:

1-14251

SAP AG

(Exact name of registrant as specified in its charter)

SAP CORPORATION

(Translation of registrant’s name into English)

Dietmar-Hopp-Allee 16
69190 Walldorf
Federal Republic of Germany
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ                   Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o                   No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______.

TABLE OF CONTENTS

Exhibit 99.1

SAP AG

FORM 6-K

On February 14, 2011, SAP AG, a stock corporation organized under the laws of the Federal Republic of Germany (“SAP”), issued a press release (the “Press Release”) announcing that SAP expects subscription rights to SAP shares to be exercised on February 15 and that SAP plans to buy back shares.

Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should” and “will” and similar expressions as they relate to SAP are intended to identify such forward-looking statements. SAP undertakes no obligation to publicly update or revise any forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect SAP’s future financial results are discussed more fully in SAP’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including SAP’s most recent Annual Report on Form 20-F for 2009 filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

2

EXHIBITS

Exhibit No.	Exhibit
99.1	Press Release dated February 14, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SAP AG (Registrant)
By:	/s/ Werner Brandt
	Name:	Dr. Werner Brandt
	Title:	CFO
By:	/s/ Christoph Huetten
	Name:	Dr. Christoph Huetten
	Title:	Chief Accounting Officer

Date: February 14, 2011

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EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	(i) Press Release dated February 14, 2011

5

EX-99.1

Exhibit 99.1

For Immediate Release
February 14, 2011

SAP Expects Subscription Rights to SAP Shares to be Exercised on February 15 and Plans to Buy Back Shares

     WALLDORF, Germany — February 14, 2011 — SAP AG (NYSE: SAP) today announced that it expects subscription rights to SAP shares to be exercised on February 15, 2011. The subscription rights that are expected to be exercised arise under the Company’s Long Term Incentive Plan 2000, in which stock options and convertible bonds bearing subscription rights to SAP shares were given to executives and employees of SAP Group. As a result, up to a total of 3.45 million SAP shares will be received and sold into the market on the same day. SAP will primarily use treasury shares to service the subscription rights.

     The SAP Executive Board has decided to buy back from the open market on the same day (February 15, 2011) the quantity of shares needed to replenish the treasury stock that was used to service the subscription rights.

     The Company was granted approval to buy back shares at the Annual General Meeting of Shareholders on June 8, 2010, which authorized the Executive Board to buy back up to 120 million SAP shares on or before June 30, 2013. The decision regarding the precise number and timing of any buyback of shares for treasury is subject to change, depending on market conditions.

For more information, press only:
Christoph Liedtke +49 (6227) 7-50383 christoph.liedtke@sap.com, CET
Guenter Gaugler +49 (6227) 7-65416 guenter.gaugler@sap.com, CET
Jim Dever +1 (610) 661-2161 james.dever@sap.com, ET

For more information, financial community only:
Stefan Gruber +49 (6227) 7-44872 investor@sap.com, CET
Marty Cohen +1 (212) 653-9619 investor@sap.com, ET