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^*

Tarrant Capital Advisors, Inc.

(Last)

(First)

(Middle)

C/O TEXAS PACIFIC GROUP

301 COMMERCE STREET SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/19/2007

3. Issuer Name and Ticker or Trading Symbol
SuccessFactors, Inc. [ SFSF ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)

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)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	6,201,550	⁽¹⁾	I	See Explanation of Responses⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	662,544	⁽¹⁾	I	See Explanation of Responses⁽²⁾⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	672,115	⁽¹⁾	I	See Explanation of Responses⁽²⁾⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	322,969	⁽¹⁾	I	See Explanation of Responses⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Tarrant Capital Advisors, Inc.

(Last)

(First)

(Middle)

C/O TEXAS PACIFIC GROUP

301 COMMERCE STREET SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BONDERMAN DAVID

(Last)

(First)

(Middle)

C/O TEXAS PACIFIC GROUP

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

COULTER JAMES G

(Last)

(First)

(Middle)

C/O TEXAS PACIFIC GROUP

301 COMMERCE STREET, SUITE 3300

(Street)

FORTH WORTH

76102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") is convertible at any time into shares of issuer common stock, par value $0.001 (the "Common Stock"), at the holder's election, on a one-for-one basis and has no expiration date. In addition, each share of Preferred Stock shall automatically be converted into Common Stock upon (i) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock to the public, at a per share price of at least $8.40781 (as adjusted for stock splits, dividends, recapitalizations and the like) and with aggregate offering proceeds to the issuer of not less than $30,000,000, or (ii) the written election of the holders of at least seventy percent (70%) of the outstanding Preferred Stock.

2. David Bonderman and the Coulter 2006 Management Trust (the "Trust") are the sole shareholders of, and David Bonderman and James G. Coulter, the sole trustee of the Trust, are officers and directors of Tarrant Capital Advisors, Inc., a Delaware corporation ("Tarrant Capital Advisors"), which is the sole shareholder of Tarrant Advisors, Inc., a Texas corporation, which is the general partner of TPG Ventures Professionals, L.P., a Delaware limited partnership, which is the general partner of TPG Ventures Partners, L.P., a Delaware limited partnership, which is the managing member of TPG Ventures Holdings, LLC, a Delaware limited liability company, which is the sole member of TPG Ventures Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Ventures GenPar, L.P., a Delaware limited partnership, which in turn is the general partner of TPG Ventures, L.P., a Delaware limited partnership, which directly holds the shares reported herein.

3. Because of the relationships of David Bonderman, James G. Coulter and Tarrant Capital Advisors (together, the "Reporting Persons") to TPG Ventures, L.P., the Reporting Persons may be deemed to beneficially own the securities directly owned by TPG Ventures, L.P. The Reporting Persons may also be deemed to beneficially own such securities to the extent of the greater of their direct or indirect pecuniary interest in the profits or capital accounts of TPG Ventures, L.P. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any securities beneficially owned in excess of such amounts.

Remarks:

(4) Mr. Bonderman, Mr. Coulter and Tarrant Capital Advisors are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Messrs Bonderman and Coulter and Tarrant Capital Advisors have entered into an Agreement of Joint Filing , dated as of November 12, 2007, which was previously filed with the Securities and Exchange Commission (the "SEC") as Exhibit 1 to the Schedule 13D filed with the SEC on November 13, 2007 (SEC File No. 005-57845) by TPG Advisors III, Inc., TPG Advisors IV, Inc., T3 Advisors II, Inc., David Bonderman and James G. Coulter. (5) Clive D. Bode is signing on behalf of both Mr. Bonderman and Mr. Coulter pursuant to the authorization and designation letter dated August 31, 2006, which was previously filed with the SEC.

	/s/ Clive D. Bode, Vice President and Secretary	11/19/2007
	/s/ Clive D. Bode on behalf of David Bonderman (4)(5)	11/19/2007
	/s/ Clive D. Bode on behalf of James G. Coulter (4)(5)	11/19/2007
	** 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).
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