-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nk5dP/6GJ8ZWZN3+b2Tmpi5yHQew4lbJ9aFPtlbYgBtXJSwnhH138Owwq66iIwtr DL0XjcyJs4/pXJUNO36MoQ== 0000903423-07-001150.txt : 20071128 0000903423-07-001150.hdr.sgml : 20071128 20071128162949 ACCESSION NUMBER: 0000903423-07-001150 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071126 FILED AS OF DATE: 20071128 DATE AS OF CHANGE: 20071128 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SuccessFactors, Inc. CENTRAL INDEX KEY: 0001402305 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943398453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1500 FASHION ISLAND BLVD., SUITE 300 CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: (650) 645-2000 MAIL ADDRESS: STREET 1: 1500 FASHION ISLAND BLVD., SUITE 300 CITY: SAN MATEO STATE: CA ZIP: 94404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33755 FILM NUMBER: 071271896 BUSINESS ADDRESS: BUSINESS PHONE: 8178714040 MAIL ADDRESS: STREET 1: C/O COSTAR GROUP INC STREET 2: 7475 WISCONSIN AVENUE #600 CITY: BETHESDA STATE: MD ZIP: 20814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33755 FILM NUMBER: 071271897 BUSINESS ADDRESS: STREET 1: 345 CALIFORNIA SHEET STREET 2: SUITE 3300 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4157431500 MAIL ADDRESS: STREET 1: 345 CALIFORNIA STREET STREET 2: SUITE 3300 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tarrant Capital Advisors, Inc. CENTRAL INDEX KEY: 0001418850 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33755 FILM NUMBER: 071271898 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 4 1 tca-f4_1128ex.xml X0202 4 2007-11-26 0 0001402305 SuccessFactors, Inc. SFSF 0001418850 Tarrant Capital Advisors, Inc. C/O TPG GROWTH, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GROWTH, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG GROWTH, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Common Stock 2007-11-26 4 C 0 6201550 A 6201550 I See Explanation of Responses Common Stock 2007-11-26 4 C 0 662544 A 6864104 I See Explanation of Responses Common Stock 2007-11-26 4 C 0 672115 A 7536219 I See Explanation of Responses Common Stock 2007-11-26 4 C 0 322969 A 7859178 I See Explanation of Responses Series B Preferred Stock 2007-11-26 4 C 0 6201550 0 D Common Stock 6201550 0 I See Explanation of Responses Series C Preferred Stock 2007-11-26 4 C 0 662544 0 D Common Stock 662544 0 I See Explanation of Responses Series D Preferred Stock 2007-11-26 4 C 0 672115 0 D Common Stock 672115 0 I See Explanation of Responses Series E Preferred Stock 2007-11-26 4 C 0 322969 0 D Common Stock 322969 0 I See Explanation of Responses The Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Stock") was automatically converted into common stock, par value $0.001 per share (the "Common Stock"), of SuccessFactors, Inc. (the "Issuer") on a one-for-one basis in connection with the closing of the Issuer's initial underwritten public offering. The Preferred Stock had no expiration date. David Bonderman and the Coulter 2006 Management Trust, of which James G. Coulter is the sole trustee, are the sole shareholders of Tarrant Capital Advisors, Inc., a Delaware corporation. Mr. Bonderman and Mr. Coulter are also officers and directors of Tarrant Capital Advisors, Inc., 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. Because of the relationships of David Bonderman, James G. Coulter and Tarrant Capital Advisors, Inc. (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. (4) Mr. Bonderman, Mr. Coulter and Tarrant Capital Advisors, Inc. are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Messrs Bonderman and Coulter and Tarrant Capital Advisors, Inc. 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 letters dated August 31, 2006, which were previously filed with the SEC. /s/ Clive D. Bode, Vice President and Secretary(4) 2007-11-28 /s/ Clive D. Bode, on behalf of David Bonderman(4)(5) 2007-11-28 /s/ Clive D. Bode, on behalf of James G. Coulter(4)(5) 2007-11-28 -----END PRIVACY-ENHANCED MESSAGE-----