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*
DUNN ERIC

(Last) (First) (Middle)
C/O SUCCESSFACTORS, INC.
1500 FASHION ISLAND BLVD., SUITE 300

(Street)
SAN MATEO CA 94404

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SuccessFactors, Inc. [ SFSF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/03/2009
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)
Code V Amount (A) or (D) Price
Common Stock 04/03/2009 S(1) 9,690 D $7.6192(2) 1,057,307 I CVP SBIC, LP(3)
Common Stock 04/03/2009 S(4) 685 D $7.6124(5) 48,483 I Cardinal Venture Affiliates L.P.(6)
Common Stock 04/06/2009 S(1) 9,690 D $7.6844(7) 1,047,617 I CVP SBIC, LP(3)
Common Stock 04/06/2009 S(4) 685 D $7.6835(8) 47,798 I Cardinal Venture Affiliates L.P.(6)
Common Stock 50,000 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by CVP SBIC, L.P. on February 25, 2009.
2. Represents the weighted average sales price per share. The shares sold at prices ranging from $7.25 to $7.95 per share. Full information regarding the number of shares sold at each separate price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
3. These shares are held by CVP SBIC, L.P. CV SBIC, Inc. is the sole general partner of CVP SBIC, L.P. Mr. Dunn shares voting and investment control over these shares and disclaims beneficial ownership of the securities held by CVP SBIC, L.P., except to the extent of his pecuniary interest therein.
4. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Cardinal Venture Affiliates, L.P. on February 25, 2009.
5. Represents the weighted average sales price per share. The shares sold at prices ranging from $7.39 to $7.80 per share. Full information regarding the number of shares sold at each separate price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
6. These shares are held by Cardinal Venture Affiliates, L.P. Cardinal Ventures, LLC is the sole general partner of Cardinal Venture Affiliates, L.P. Mr. Dunn shares voting and investment control over these shares and disclaims beneficial ownership of the securities held by Cardinal Venture Affiliates, L.P., except to the extent of his pecuniary interest therein.
7. Represents the weighted average sales price per share. The shares sold at prices ranging from $7.55 to $7.83 per share. Full information regarding the number of shares sold at each separate price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
8. Represents the weighted average sales price per share. The shares sold at prices ranging from $7.61 to $7.76 per share. Full information regarding the number of shares sold at each separate price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
/s/ Eric Dunn by Julian K. Ong, Attorney-in-Fact 04/07/2009
** 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 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.