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, Section 17(a) of the Public Utility Holding Company Act of 1935 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*
Tarrant Capital Advisors, Inc.

(Last) (First) (Middle)
C/O TPG GROWTH, LLC
301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTH TX 76102

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/27/2008
4. 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 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 06/27/2008 S 785,918 D $11.2016 7,073,260 I See Explanation of Responses ( 1 ) ( 2 )
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
1. Name and Address of Reporting Person*
Tarrant Capital Advisors, Inc.

(Last) (First) (Middle)
C/O TPG GROWTH, LLC
301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BONDERMAN DAVID

(Last) (First) (Middle)
C/O TPG GROWTH, LLC
301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
COULTER JAMES G

(Last) (First) (Middle)
C/O TPG GROWTH, LLC
301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
Explanation of Responses:
1. David Bonderman and James G. Coulter are directors, officers and sole shareholders of Tarrant Capital Advisors, Inc. ("Tarrant Capital Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole shareholder of Tarrant Advisors, Inc., which is the general partner of TPG Ventures Professionals, L.P., which in turn is the general partner of TPG Ventures Partners, L.P., which is the managing member of TPG Ventures Holdings, LLC, which is the sole member of TPG Ventures Advisors, LLC, which is the general partner of TPG Ventures GenPar, L.P., which in turn is the general partner of TPG Ventures, L.P. ("TPG Ventures"), which directly holds the shares of common stock of SuccessFactors, Inc. ("Issuer") reported herein.
2. Because of the Reporting Persons' relationships to TPG Ventures, the Reporting Persons may be deemed to beneficially own the shares of Issuer's common stock directly owned by TPG Ventures to the extent of the greater of their respective direct or indirect pecuniary interest in the profits or capital accounts of TPG Ventures. 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 shares of Issuer's common stock beneficially owned in excess of such amounts.
Remarks:
(3) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (4) 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 Securities and Exchange Commission.
/s/ Clive D. Bode, Vice President and Secretary(3) 06/27/2008
/s/ Clive D. Bode, on behalf of David Bonderman(3)(4) 06/27/2008
/s/ Clive D. Bode, on behalf of James G. Coulter(3)(4) 06/27/2008
** 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).
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