SEC Form 4 · accession 0001127602-18-012807

Salesforce, Inc. · CRM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Marc Benioff

Officer — Chairman of the Board and CEO · Director

Period of report

Mar 22, 2018

Accepted (ET)

Mar 26, 2018 · 9:03 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001108524

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F2,F3	Mar 23, 2018	S	1,100	$114.7709	D	33,280,700	D
Common Stock^F4,F3	Mar 23, 2018	S	300	$117.8567	D	33,280,400	D
Common Stock^F5,F3	Mar 23, 2018	S	1,900	$116.1474	D	33,278,500	D
Common Stock^F6,F3	Mar 23, 2018	S	1,700	$116.9318	D	33,276,800	D
Common Stock^F7,F3	Mar 26, 2018	S	1,791	$116.015	D	33,275,009	D
Common Stock^F8,F3	Mar 26, 2018	S	600	$116.935	D	33,274,409	D
Common Stock^F9,F3	Mar 26, 2018	S	1,600	$118.0094	D	33,272,809	D
Common Stock^F10,F3	Mar 26, 2018	S	1,009	$118.9122	D	33,271,800	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance-Based Restricted Stock Units^F11,F12	$0.00	Mar 22, 2018	A	104,127	A	Apr 15, 2021	Apr 15, 2021	Common Stock	104,127	104,127	D
Non-qualified Stock Option (Right to Buy)^F13	$118.04	Mar 22, 2018	A	317,105	A	Mar 22, 2019	Mar 22, 2025	Common Stock	317,105	317,105	D

Explanation of responses

F1Pursuant to a 10b5-1 Plan.
F10Weighted average price. These shares were sold in multiple transactions at prices ranging from $118.6100 to $119.2000 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F11Each performance-based restricted stock unit, or PRSU, represents a contingent right to receive one share of Issuer common stock.
F12The PRSUs will vest depending on Issuer's total shareholder return ("TSR") over the three-year period from the grant date (the "Performance Period"), relative to companies in the NASDAQ-100 Index as of the grant date (the "Index Group"). If Issuer's TSR over the Performance Period is at the 60th percentile when ranked against the Index Group TSRs, 100% of the target number of shares will vest. For every percentile by which Issuer's TSR ranking within the Index Group exceeds the 60th percentile, shares vesting will increase by 3 and 1/3%, up to a maximum payout of 200% of target if Issuer's TSR ranking is at the 99th percentile. For every percentile by which Issuer's TSR ranking within the Index Group is below the 60th percentile, shares vesting will decrease by 2 and 22/39%, with no payout if Issuer's TSR ranking is below the 30th percentile. If Issuer's absolute TSR over the Performance Period is negative, the number of shares vesting will not exceed 100% of target.
F13Option vests over four years at the rate of 25% on March 22, 2019, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months.
F2Weighted average price. These shares were sold in multiple transactions at prices ranging from $114.3600 to $115.2200 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F3Shares held in The Marc R. Benioff Revocable Trust.
F4Weighted average price. These shares were sold in multiple transactions at prices ranging from $117.5700 to $118.0000 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F5Weighted average price. These shares were sold in multiple transactions at prices ranging from $115.5600 to $116.5300 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F6Weighted average price. These shares were sold in multiple transactions at prices ranging from $116.5600 to $117.5300 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F7Weighted average price. These shares were sold in multiple transactions at prices ranging from $115.3800 to $116.3700 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F8Weighted average price. These shares were sold in multiple transactions at prices ranging from $116.4100 to $117.3200 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F9Weighted average price. These shares were sold in multiple transactions at prices ranging from $117.5800 to $118.5300 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.