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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TALEO CORP [ TLEO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/04/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 10/04/2005 | C | 2,534,971(1)(2)(3)(4) | A | (1)(2)(3) | 2,534,971(1)(2)(3)(4) | I | See Footnote(1)(2)(3)(4)(5)(6)(7) | ||
Class A Common Stock | 10/04/2005 | S | 349,142 | D | $13.02 | 2,185,829 | I | See Footnotes(1)(2)(3)(4)(5)(6)(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Preferred Stock | $0.2633 | 10/04/2005 | C | 1,783,110 | (8) | (8) | Class A Common Stock | 469,537(1) | $0 | 0 | I | See Footnotes(1)(4)(5)(6)(7) | |||
Class C Preferred Stock | $0.1667 | 10/04/2005 | C | 11,357,691 | (9) | (9) | Class A Common Stock | 1,892,949(2)(3) | $0 | 0 | I | See Footnotes(2)(3)(4)(5)(6)(7) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Telesystem Software Ventures Limited Partnership ("Telsoft") was the registered holder of 1,783,110 shares of Class B Preferred Stock of Taleo Corporation ("Taleo") which shares were converted into Class A Common Stock on a 1-for-0.2633 basis (for an amount of 469,537 shares of Class A Common Stock) as of October 4, 2005, the effective date of Taleo's initial public offering (the "Effective Date"). |
2. Telsoft was the registered holder of 3,206,643 shares of Class C Preferred Stock of Taleo which shares were converted into Class A Common Stock of Taleo on a 1-for-0.1667 basis (for an amount of 534,441 shares of Class A Common Stock) as of the Effective Date. |
3. Telesystem Special Fund I L.P. was the holder of record of 8,151,048 shares of Class C Preferred Stock of Taleo, which shares were converted into Class A Common Stock of Taleo on a 1-for-0.1667 basis (for an amount of 1,358,508 shares of Class A Common Stock) as of the Effective Date. In addition to recceiving 1,358,508 shares of Class A Common Stock of Taleo pursuant to the conversion of its Class C Preferred Stock, Telesystem Special Fund I L.P. received an additional 124,806 shares of Class A Common Stock in respect of dividends on the Effective Date, for an aggregate amount of 1,483,314 shares of Class A Common Stock of Taleo. |
4. In addition to receiving 1,003,978 shares of Class A Common Stock of Taleo pursuant to the conversion of its Class B Preferred Stock and Class C Preferred Stock, Telsoft received an additional 47,679 shares of Class A Common Stock in respect of dividends of the Effective Date, for and aggregate amount of 1,051,657 shares of Class A Common Stock of Taleo. |
5. As the General Partner of Telsoft, Telsoft Ventures Inc. (a Quebec company) is deemed to beneficially own the shares of the Class A Common Stock held by Telsoft because it has the sole power to vote or to direct the voting of these shares and it has the sole power to dispose or to direct the disposition of these shares. As the controlling shareholder of Telsoft Ventures Inc., Telesystem Ltd is also deemed to beneficially own the shares of the Class A Common Stock held by Telsoft. As the controlling shareholder of Telesystem Ltd., Telesystem Investments Inc. (a Quebec company) is deemed to beneficially own the shares of the Class A Common Stock deemed to be beneficially owned by Telesystem Ltd. As the controlling shareholder of Telesystem Investments Inc., Telemex Inc. (a Quebec company) is deemed to beneficially own the shares of the Class A Common Stock deemed to be beneficially owned by Telesystem Investments Inc. |
6. As the controlling shareholder of Telemex Inc., Placements Charles Sirois Inc. (a Quebec company) is deemed to beneficially own the shares of Class A Common Stock deemed to be beneficially owned by Telemex Inc. As the controlling shareholder of Placements Charles Sirois Inc., Mr. Charles Sirois is deemed to beneficially own the shares of Class A Common Stock deemed to be beneficially owned by Placements Charles Sirois Inc. Each of Telsoft, Telsoft Ventures Inc., Telesystem Ltd., Telesystem Investments Inc., Telemex, Inc., Placements Charles Sirois and Mr. Charles Sirois disclaim beneficial ownership in such securities except to the extent of their pecuniary interest therein. |
7. As the General Partner of Telesystem Special Fund I L.P., Telesystem Ltd. (a Quebec company) is deemed to beneficially own the shares of Class A Common Stock held by Telesystem Special Fund I L.P. because, it has the sole power to vote or to direct the voting of these shares and it has the sole power to dispose or to direct the disposition of these shares. As the controlling shareholder of Telesystem Ltd., Telesystem Investments Inc. (a Quebec company) is deemed to beneficially own the shares of Class A Common Stock deemed to be beneficially owned by Telesystem Ltd. As the controlling shareholder of Telesystem Investments Inc., Telemex Inc. (a Quebec company) is deemed to beneficially own the shares of Class A Common Stock deemed to be beneficially owned by Telesystem Investments Inc. |
8. The Class B Preferred Stock converted into Class A Common Stock on a 1-for-0.2633 basis as of the Effective Date. The Series B Preferred Stock had no expiration date. |
9. The Class C Preferred Stock converted into Class A Common Stock on a 1-for-0.1677 basis as of the Effective Date. The Series C Preferred Stock had no expiration date. |
Remarks: |
EXHIBIT LIST Exhibit 99 - Joint Filer Information |
On behalf of Charles Sirois and all persons listed on Exhibit 99 (as Authorized Signer): /s/ Michel Cordeau | 10/06/2005 | |
** 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 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). | ||
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. |