Amended Statement of Ownership (sc 13g/a)
13 Februar 2017 - 10:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
salesforce.com, inc.
(Name of Issuer)
Common
Stock
(Title of Class of Securities)
79466L302
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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1.
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Names of
Reporting Persons
Marc R. Benioff
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
38,444,395 (1)
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
38,444,395 (1)
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
38,444,395 (1)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount
in Row (9)
5.4%
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12.
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Type of Reporting Person (See
Instructions)
IN
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(1)
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Includes 34,185,300 shares of common stock held in The Marc R. Benioff Revocable Trust as of December 31, 2016. Also includes options to purchase 4,259,095 shares of common stock exercisable within 60 days of December
31, 2016.
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Item 1.
salesforce.com, inc.
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(b)
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Address of Issuers Principal Executive Offices
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The Landmark @ One Market, Suite 300
San Francisco, CA 94105
Item 2.
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(a)
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Name of Person Filing:
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Marc R. Benioff
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(b)
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Address of Principal Business Office or, if none, Residence:
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salesforce.com, inc.
The Landmark @ One Market, Suite 300
San Francisco, CA 94105
United States of America
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(d)
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Title of Class of Securities:
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Common Stock
79466L302
Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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Not applicable.
Provide the following information regarding the aggregate number and percentage of the class
of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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38,444,395 (1)
5.4%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
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38,444,395 (1)
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(ii)
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Shared power to vote or to direct the vote
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-0-
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(iii)
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Sole power to dispose or to direct the disposition of
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38,444,395 (1)
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(iv)
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Shared power to dispose or to direct the disposition of
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-0-
(1)
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Includes 34,185,300 shares of common stock held in The Marc R. Benioff Revocable Trust as of December 31, 2016. Also includes options to purchase 4,259,095 shares of common stock exercisable within 60 days of
December 31, 2016.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following ☐.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Item 8.
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Identification and Classification of Members of the Group
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Item 9.
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Notice of Dissolution of Group
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Date: February 13, 2017
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By:
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/s/ Marc R. Benioff
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Marc R. Benioff
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