FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Larson James 		2. Issuer Name and Ticker or Trading Symbol

SuccessFactors, Inc. [ SFSF ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
VP, GLOBAL ENTERPRISE SALES
(Last)          (First)          (Middle)

C/O SUCCESSFACTORS, INC., 1500 FASHION ISLAND BLVD., SUITE 300 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/22/2012
(Street)

SAN MATEO, CA 94404
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/22/2012     D (1)    15117   D $40   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (Right to Buy)   $5.11   2/22/2012     D   (1)       86200      (2)   (3) Common Stock   86200   $34.89   (2) 0   D    
Stock Option (Right to Buy)   $8.75   2/22/2012     D   (1)       40572      (2)   (3) Common Stock   40572   $31.25   (2) 0   D    
Stock Option (Right to Buy)   $20.22   2/22/2012     D   (1)       40000      (2)   (3) Common Stock   40000   $19.78   (2) 0   D    
Restricted Stock Units   $ 0   2/22/2012     D   (1)       50000      (4)   (4) Common Stock   50000   $40   (4) 0   D    
Restricted Stock Units   $ 0   2/22/2012     D   (1)       30000      (5)   (5) Common Stock   30000   $40   (5) 0   D    
Restricted Stock Units   $ 0   2/22/2012     D   (1)       31429      (6)   (6) Common Stock   31429   $40   (6) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to the merger ("Merger") of the Issuer with and into a wholly-owned subsidiary of SAP America, Inc. ("SAP").
( 2)  The stock option grant was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the aggregate number of outstanding shares subject to such option and (ii) the excess of $40.00 per share over the per share exercise price of the option.
( 3)  Not applicable.
( 4)  The restricted stock unit award, which vests as to 100% of the units on July 15, 2012, was assumed by SAP in the Merger and converted into a vesting cash award at $40.00 per share.
( 5)  The restricted stock unit award, which provides for annual vesting in three equal installments beginning March 18, 2012 and ending March 18, 2014, was assumed by SAP in the Merger and converted into a vesting cash award at $40.00 per share.
( 6)  The restricted stock unit award, which provides for annual vesting in four equal installments beginning March 16, 2012 and ending March 16, 2015, was assumed by SAP in the Merger and converted into a vesting cash award at $40.00 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Larson James
C/O SUCCESSFACTORS, INC.
1500 FASHION ISLAND BLVD., SUITE 300
SAN MATEO, CA 94404

VP, GLOBAL ENTERPRISE SALES

Signatures
/s/ James Larson by Hillary B. Smith, Attorney-in-Fact 2/24/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Successfactors Common Stock (NYSE:SFSF)
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