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Ownership Document
|
| Schema Version: X0202 |
| Document Type: 3 |
| Period of Report: 11/19/07 |
| No Securities Owned: 0 |
| Issuer: |
| Issuer CIK: 1402305 |
| Issuer Name: SuccessFactors, Inc. |
| Issuer Trading Symbol: SFSF |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1418850 |
| | Owner Name: Tarrant Capital Advisors, Inc. |
| Reporting Owner Address: |
| | Owner Street 1: C/O TEXAS PACIFIC GROUP |
| | Owner Street 2: 301 COMMERCE STREET SUITE 3300 |
| | Owner City: FORT WORTH |
| | Owner State: TX |
| | Owner ZIP Code: 76102 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 860866 |
| | Owner Name: BONDERMAN DAVID |
| Reporting Owner Address: |
| | Owner Street 1: C/O TEXAS PACIFIC GROUP |
| | Owner Street 2: 301 COMMERCE STREET, SUITE 3300 |
| | Owner City: FORT WORTH |
| | Owner State: TX |
| | Owner ZIP Code: 76102 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1099776 |
| | Owner Name: COULTER JAMES G |
| Reporting Owner Address: |
| | Owner Street 1: C/O TEXAS PACIFIC GROUP |
| | Owner Street 2: 301 COMMERCE STREET, SUITE 3300 |
| | Owner City: FORTH WORTH |
| | Owner State: TX |
| | Owner ZIP Code: 76102 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Derivative Table: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Series B Preferred Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | Expiration Date: |
| | | Footnote ID: F1 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 6,201,550 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Explanation of Responses |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Series C Preferred Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | Expiration Date: |
| | | Footnote ID: F1 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 662,544 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Explanation of Responses |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Series D Preferred Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | Expiration Date: |
| | | Footnote ID: F1 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 672,115 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Explanation of Responses |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Series E Preferred Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | Expiration Date: |
| | | Footnote ID: F1 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 322,969 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Explanation of Responses |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnotes: |
| Footnote - F1: 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. |
| Footnote - F2: 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. |
| Footnote - F3: 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. |
| Owner Signature: |
| Signature Name: /s/ Clive D. Bode, Vice President and Secretary |
| Signature Date: 11/19/07 |
| Owner Signature: |
| Signature Name: /s/ Clive D. Bode on behalf of David Bonderman (4)(5) |
| Signature Date: 11/19/07 |
| Owner Signature: |
| Signature Name: /s/ Clive D. Bode on behalf of James G. Coulter (4)(5) |
| Signature Date: 11/19/07 |
