UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington
,
D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
SuccessFactors, Inc.
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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December 31, 2011
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
R
Rule
13d-1(b)
¨
Rule
13d-1(c)
¨
Rule
13d-1(d)
*The remainder of this cover page shall be
filled out for a reporting person’s 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.
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).
1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only).
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Westchester
Capital Management, LLC
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27-3790558
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
S
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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 Delaware
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5.
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Sole Voting Power None
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Number of
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6.
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Shared Voting Power 4,469,597 Shares
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Shares
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Beneficially
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Owned by Each
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Reporting Person
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With
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7.
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Sole Dispositive Power None
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8.
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Shared Dispositive Power 4,469,597 Shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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4,469,597 shares of Common Stock of the Issuer (“Shares”) which consist of (i) 4,344,497 Shares held by The Merger Fund, (ii) 12,800 Shares held by The Merger Fund VL, (iii) 104,300 Shares held by the Dunham Monthly Distribution Fund and (iv) 8,000 Shares held by the Merrill Lynch Investment Solutions – Westchester Merger Arbitrage UCITS Fund, all of which Westchester Capital Management, LLC may be deemed to beneficially own by virtue of its position as the investment adviser of The Merger Fund and The Merger Fund VL, the sub-adviser of the Dunham Monthly Distribution Fund and the investment manager of Merrill Lynch Investment Solutions – Westchester Merger Arbitrage UCITS Fund.
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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) 5.3%
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12.
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Type of Reporting Person (See Instructions) IA
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1.
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Names of Reporting Persons
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I.R.S. Identification Nos. of above persons (entities only).
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The Merger Fund
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14-1698547
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
x
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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 Massachusetts
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5.
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Sole Voting Power None
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Number of
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6.
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Shared Voting Power 4,344,497 Shares
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Shares
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Beneficially
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Owned by Each
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Reporting Person
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With
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7.
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Sole Dispositive Power None
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8.
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Shared Dispositive Power 4,344,497 Shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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4,344,497 Shares
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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) 5.2%
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12.
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Type of Reporting Person (See Instructions) IV
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1.
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Names of Reporting Persons
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I.R.S. Identification Nos. of above persons (entities only).
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The Merger Fund VL
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004-3739793
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
x
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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 Delaware
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5.
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Sole Voting Power None
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Number of
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6.
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Shared Voting Power 12,800 Shares
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Shares
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Beneficially
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Owned by Each
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Reporting Person
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With
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7.
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Sole Dispositive Power None
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8.
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Shared Dispositive Power 12,800 Shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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12,800 Shares
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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) 0.0%
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12.
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Type of Reporting Person (See Instructions) IV
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1.
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Names of Reporting Persons
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I.R.S. Identification Nos. of above persons (entities only).
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Dunham Monthly Distribution Fund
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80-0267077
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
x
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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 Delaware
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5.
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Sole Voting Power None
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Number of
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6.
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Shared Voting Power 104,300 Shares
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Shares
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Beneficially
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Owned by Each
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Reporting Person
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With
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7.
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Sole Dispositive Power None
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8.
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Shared Dispositive Power 104,300 Shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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104,300 Shares
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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) 0.1%
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12.
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Type of Reporting Person (See Instructions) IV
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1.
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Names of Reporting Persons
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I.R.S. Identification Nos. of above persons (entities only).
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Merrill Lynch Investment Solutions – Westchester Merger Arbitrage UCITS Fund
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
x
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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 Luxembourg
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5.
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Sole Voting Power None
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Number of
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6.
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Shared Voting Power 8,000 Shares
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Shares
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Beneficially
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Owned by Each
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Reporting Person
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With
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7.
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Sole Dispositive Power None
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8.
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Shared Dispositive Power 8,000 Shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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8,000 Shares
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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) 0.0%
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12.
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Type of Reporting Person (See Instructions) FI
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1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only).
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Green & Smith Investment Management L.L.C.
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13-3869675
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
x
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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 Delaware
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5.
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Sole Voting Power None
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Number of
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6.
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Shared Voting Power 85,100 Shares
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Shares
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Beneficially
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Owned by Each
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Reporting Person
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With
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7.
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Sole Dispositive Power None
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8.
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Shared Dispositive Power 85,100 Shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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85,100 Shares which consist of 85,100 Shares held by GS Master Trust, all of which Green & Smith Investment Management L.L.C. may be deemed to beneficially own by virtue of its position as investment adviser of GS Master Trust.
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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) 0.1%
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12.
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Type of Reporting Person (See Instructions) IA
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1.
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Names of Reporting Persons
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I.R.S. Identification Nos. of above persons (entities only).
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Roy Behren
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
S
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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
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5.
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Sole Voting Power None
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Number of
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6.
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Shared Voting Power 4,554,697 Shares
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Shares
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Beneficially
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Owned by Each
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Reporting Person
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With
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7.
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Sole Dispositive Power None
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8.
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Shared Dispositive Power 4,554,697 Shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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4,554,697 Shares which consist of (i) 4,344,497 Shares held by The Merger Fund; (ii) 12,800 Shares held by The Merger Fund VL; (iii) 104,300 Shares held by the Dunham Monthly Distribution Fund; (iv) 8,000 Shares held by the Merrill Lynch Investment Solutions – Westchester Merger Arbitrage UCITS Fund; and (v) 85,100 Shares held by GS Master Trust, all of which Roy Behren may be deemed to beneficially own by virtue of his position as Co-President of Westchester Capital Management, LLC, the investment adviser of The Merger Fund and The Merger Fund VL, the sub-adviser of the Dunham Monthly Distribution Fund and the investment manager of Merrill Lynch Investment Solutions – Westchester Merger Arbitrage UCITS Fund, or by virtue of his position as Co-Manager and a member of Green & Smith Investment Management L.L.C., which is the investment adviser of GS Master Trust.
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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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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
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Michael T. Shannon
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
x
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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
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5.
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Sole Voting Power None
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Number of
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6.
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Shared Voting Power 4,554,697 Shares
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Shares
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Beneficially
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Owned by Each
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Reporting Person
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With
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7.
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Sole Dispositive Power None
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8.
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Shared Dispositive Power 4,554,697 Shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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4,554,697 Shares which consist of (i) 4,344,497 Shares held by The Merger Fund; (ii) 12,800 Shares held by The Merger Fund VL; (iii) 104,300 Shares held by the Dunham Monthly Distribution Fund; (iv) 8,000 Shares held by the Merrill Lynch Investment Solutions – Westchester Merger Arbitrage UCITS Fund; and (v) 85,100 Shares held by GS Master Trust, all of which Michael T. Shannon may be deemed to beneficially own by virtue of his position as Co-President of Westchester Capital Management, LLC, the investment adviser of The Merger Fund and The Merger Fund VL, the sub-adviser of the Dunham Monthly Distribution Fund and the investment manager of Merrill Lynch Investment Solutions – Westchester Merger Arbitrage UCITS Fund, or by virtue of his position as Co-Manager and a member of Green & Smith Investment Management L.L.C., which is the investment adviser of GS Master Trust.
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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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Item 1.
(a) Name of Issuer:
SuccessFactors, Inc.
(b) Address of Issuer’s Principal Executive Offices:
1500 Fashion Island Blvd. Suite 300
San
Mateo
, CA 94404
Item 2.
(a) Name of Person Filing:
(i) Westchester
Capital Management, LLC
(ii) The
Merger Fund
(iii) The Merger
Fund VL
(iv) Dunham
Monthly Distribution Fund
(v) Merrill
Lynch Investment Solutions – Westchester Merger Arbitrage UCITS Fund
(vi) Green
& Smith Investment Management L.L.C.
(vii) Roy Behren
(viii) Michael T. Shannon
(b) Address or Principal Business Office or, if none,
Residence:
(i) 100
Summit Drive, Valhalla, NY 10595
(ii) 100
Summit Drive, Valhalla, NY 10595
(iii) 100 Summit
Drive, Valhalla, NY 10595
(iv) 10251 Vista
Sorrento Parkway, Suite 200, San Diego, CA 92121
(v) 16 Boulevard
Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg
(vi) 100 Summit
Drive, Valhalla, NY 10595
(vii) 100 Summit Drive,
Valhalla, NY 10595
(viii) 100 Summit Drive, Valhalla,
NY 10595
(c) Citizenship:
(i) Delaware
(ii) Massachusetts
(iii) Delaware
(iv) Delaware
(v) Luxembourg
(vi) Delaware
(vii) United States
(viii) United States
(d) Title of Class of Securities: Common Stock, $0.001
par value
(e) CUSIP No.: 864596101
Item
3.
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:
(a) Westchester Capital Management, LLC is a registered
investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended.
(b) The Merger Fund is an investment company registered
under Section 8 of the Investment Company Act of 1940, as amended.
(c) The Merger Fund VL is an investment company registered
under Section 8 of the Investment Company Act of 1940, as amended.
(d) Dunham Monthly Distribution Fund is a series of Dunham
Funds, an investment company registered under Section 8 of the Investment Company Act of 1940, as amended.
(e) Merrill Lynch Investment Solutions – Westchester
Merger Arbitrage UCITS Fund is a sub-fund of Merrill Lynch Investment Solutions, a non-U.S. institution in accordance with Section
240.13d–1(b)(1)(ii)(J).
(f) Green & Smith Investment Management L.L.C. is
an affiliate of Westchester Capital Management, LLC and investment adviser to GS Master Trust.
(g) Roy Behren is Co-President of Westchester Capital
Management, LLC, the investment adviser of The Merger Fund and The Merger Fund VL, the sub-adviser of the Dunham Monthly Distribution
Fund and the investment manager of Merrill Lynch Investment Solutions – Westchester Merger Arbitrage UCITS Fund. Mr. Behren
is also Co-Manager and a member of Green & Smith Investment Management L.L.C.
(h) Michael T. Shannon is Co-President of Westchester
Capital Management, LLC, the investment adviser of The Merger Fund and The Merger Fund VL, the sub-adviser of the Dunham Monthly
Distribution Fund and the investment manager of Merrill Lynch Investment Solutions – Westchester Merger Arbitrage UCITS Fund.
Mr. Shannon is also Co-Manager and a member of Green & Smith Investment Management L.L.C.
Item 4. Ownership.
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned and (b) Percent
of class:
See Items 5 through 11 of the cover pages attached
hereto.
This Schedule 13G shall not be construed as an admission
that the Reporting Persons, either for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or
for other purposes, are the beneficial owners of any securities covered by this statement.
(c) See Items 5 through 8 of the cover pages
attached hereto.
Item
5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
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.
February 10, 2012
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WESTCHESTER
CAPITAL MANAGEMENT, LLC
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By:
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/s/ Bruce Rubin
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Name: Bruce Rubin
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Title: Chief Operating Officer
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By:
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/s/ Bruce Rubin
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Name: Bruce Rubin
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Title: Vice President and Chief Compliance Officer
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By:
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/s/ Bruce Rubin
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Name: Bruce Rubin
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Title: Vice President and Chief Compliance Officer
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DUNHAM MONTHLY DISTRIBUTION FUND
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BY: WESTCHESTER CAPITAL MANAGEMENT, LLC,
its sub-adviser
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By:
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/s/ Bruce Rubin
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Name: Bruce Rubin
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Title: Chief Operating Officer
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MERRILL LYNCH INVESTMENT SOLUTIONS –
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WESTCHESTER
MERGER ARBITRAGE UCITS FUND
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BY: WESTCHESTER CAPITAL MANAGEMENT, LLC,
its investment manager
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By:
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/s/ Bruce Rubin
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Name: Bruce Rubin
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Title: Chief Operating Officer
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GREEN & SMITH INVESTMENT MANAGEMENT L.L.C.
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By:
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/s/ Bruce Rubin
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Name: Bruce Rubin
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Title: Chief Compliance Officer
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/s/ Roy Behren
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Roy Behren
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/s/ Michael T. Shannon
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Michael T. Shannon
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Exhibit A
AGREEMENT
The undersigned, Westchester Capital Management,
LLC, The Merger Fund, The Merger Fund VL, the Dunham Monthly Distribution Fund, Merrill Lynch Investment Solutions – Westchester
Merger Arbitrage UCITS Fund, Green & Smith Investment Management L.L.C., Roy Behren and Michael T. Shannon, agree that the
statement to which this exhibit is appended is filed on behalf of each of them.
February 10, 2012
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WESTCHESTER
CAPITAL MANAGEMENT, LLC
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By:
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/s/ Bruce Rubin
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Name: Bruce Rubin
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Title: Chief Operating Officer
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By:
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/s/ Bruce Rubin
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Name: Bruce Rubin
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Title: Vice President and Chief Compliance Officer
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By:
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/s/ Bruce Rubin
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Name: Bruce Rubin
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|
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Title: Vice President and Chief Compliance Officer
|
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DUNHAM MONTHLY DISTRIBUTION FUND
|
|
|
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BY: WESTCHESTER CAPITAL MANAGEMENT, LLC,
its sub-adviser
|
|
|
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By:
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/s/ Bruce Rubin
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Name: Bruce Rubin
|
|
Title: Chief Operating Officer
|
|
|
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MERRILL LYNCH INVESTMENT SOLUTIONS –
|
|
WESTCHESTER
MERGER ARBITRAGE UCITS FUND
|
|
|
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BY: WESTCHESTER CAPITAL MANAGEMENT, LLC,
its investment manager
|
|
|
|
By:
|
/s/ Bruce Rubin
|
|
Name: Bruce Rubin
|
|
Title: Chief Operating Officer
|
|
GREEN & SMITH INVESTMENT MANAGEMENT L.L.C.
|
|
By:
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/s/ Bruce Rubin
|
|
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Name: Bruce Rubin
|
|
|
Title: Chief Compliance Officer
|
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/s/ Roy Behren
|
|
Roy Behren
|
|
|
|
/s/ Michael T. Shannon
|
|
Michael T. Shannon
|
Grafico Azioni Successfactors Common Stock (NYSE:SFSF)
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Da Mag 2024 a Giu 2024
Grafico Azioni Successfactors Common Stock (NYSE:SFSF)
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Da Giu 2023 a Giu 2024