- Statement of Changes in Beneficial Ownership (4)
26 January 2012 - 1:41PM
Edgar (US Regulatory)
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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November 30, 2011
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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
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1. Name and Address of Reporting Person
*
Gianforte Greg R
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2. Issuer Name
and
Ticker or Trading Symbol
RIGHTNOW TECHNOLOGIES INC
[
RNOW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
__
X
__ Other (specify below)
Chairman and CEO
/
Co-Trustee
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(Last)
(First)
(Middle)
RIGHTNOW TECHNOLOGIES, INC., 136 ENTERPRISE BLVD.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/11/2011
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(Street)
BOZEMAN, MT 59718
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/11/2011
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J
(1)
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45332
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D
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$
0
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59708
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I
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by the Second E. Gallatin River Trust of Greg R. Gianforte
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Common Stock
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11/11/2011
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G
(2)
(3)
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59708
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D
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$
0
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0
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I
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by the Second E. Gallatin River Trust of Greg R. Gianforte
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Common Stock
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11/11/2011
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J
(1)
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45332
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A
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$
0
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45332
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D
(4)
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Common Stock
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1/25/2012
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D
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45332
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D
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$43
(5)
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0
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D
(4)
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Common Stock
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1/25/2012
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D
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409804
(6)
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D
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$43
(5)
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0
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I
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by the Gianforte Charitable Remainder Unitrust #1
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Common Stock
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1/25/2012
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D
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904521
(7)
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D
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$43
(5)
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0
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I
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by the Gianforte Charitable Remainder Unitrust #2
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Common Stock
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1/25/2012
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D
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2160224
(8)
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D
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$43
(5)
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0
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I
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by trust
(9)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$8.38
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1/25/2012
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D
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125000
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(10)
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2/10/2019
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Common Stock
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125000
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(10)
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0
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D
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Employee Stock Option (right to buy)
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$14.91
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1/25/2012
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D
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145000
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(11)
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2/8/2020
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Common Stock
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145000
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(11)
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0
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D
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Employee Stock Option (right to buy)
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$27.08
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1/25/2012
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D
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145000
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(12)
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2/25/2021
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Common Stock
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145000
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(12)
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0
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D
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Explanation of Responses:
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(
1)
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Represents automatic distribution to Greg R. Gianforte in satisfaction of the automatic annual annuity distribution obligation of the grantor retained annuity trust.
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(
2)
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Represents automatic distribution to the remaindermen in satisfaction of the automatic annuity distribution obligation of the grantor retained annuity trust.
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(
3)
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No consideration of any kind was received for the gift.
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(
4)
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by Greg R. Gianforte
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(
5)
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Pursuant to the Agreement and Plan of Merger, dated as of October 23, 2011 (the "Merger Agreement"), by and among RightNow Technologies, Inc. ("RightNow"), OC Acquisition LLC ("Parent"), a Delaware limited liability company and wholly-owned subsidiary of Oracle Corporation ("Oracle"), and Rhea Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent, each share of RightNow common stock was exchanged for $43.00 in cash, without interest and less any applicable withholding taxes.
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(
6)
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Excludes 2,938 shares previously reported as beneficially owned indirectly by the charitable remainder unitrust which were automatically distributed on December 31, 2011 to the Greg Gianforte Revocable Inter Vivos Trust dated May 23, 2005 and Susan Gianforte Revocable Inter Vivos Trust dated May 23, 2005, Tenants in Common, in satisfaction of the automatic annuity distribution obligation of the charitable remainder unitrust.
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(
7)
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Excludes 10,605 shares previously reported as beneficially owned indirectly by the charitable remainder unitrust which were automatically distributed on December 31, 2011 to the Greg Gianforte Revocable Inter Vivos Trust dated May 23, 2005 and Susan Gianforte Revocable Inter Vivos Trust dated May 23, 2005, Tenants in Common, in satisfaction of the automatic annuity distribution obligation of the charitable remainder unitrust.
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(
8)
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Includes 2,938 shares previously reported as beneficially owned indirectly by the Gianforte Charitable Remainder Unitrust #1 and 10,605 shares previously reported as beneficially owned indirectly by the Gianforte Charitable Remainder Unitrust #2, which were automatically distributed to the Greg Gianforte Revocable Inter Vivos Trust dated May 23, 2005 and Susan Gianforte Revocable Inter Vivos Trust dated May 23, 2005, Tenants in Common, in satisfaction of the automatic annuity distribution obligation of the charitable remainder unitrusts.
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(
9)
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By the Greg Gianforte Revocable Inter Vivos Trust dated May 23, 2005 and Susan Gianforte Revocable Inter Vivos Trust dated May 23, 2005, tenants in common. Mr. Gianforte and his spouse, Susan Gianforte, are co-trustees of the trusts.
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(
10)
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The option vests and becomes exercisable in eight equal semi-annual installments beginning August 10, 2009. Pursuant to the Merger Agreement, each vested stock option was exchanged for $43.00 in cash less the per share exercise price, without interest. Pursuant to the Merger Agreement, unvested stock options were assumed by Oracle and replaced with an option to purchase 70,718 shares of Oracle common stock for an exercise price of $5.56 per share.
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(
11)
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The option vests and becomes exercisable in eight equal semi-annual installments beginning August 8, 2010. Pursuant to the Merger Agreement, each vested stock option was exchanged for $43.00 in cash less the per share exercise price, without interest. Pursuant to the Merger Agreement, unvested stock options were assumed by Oracle and replaced with an option to purchase 136,722 shares of Oracle common stock for an exercise price of $9.89 per share.
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(
12)
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The option vests and becomes exercisable in eight equal semi-annual installments beginning August 25, 2011. Pursuant to the Merger Agreement, each vested stock option was exchanged for $43.00 in cash less the per share exercise price, without interest. Pursuant to the Merger Agreement, unvested stock options were assumed by Oracle and replaced with an option to purchase 191,412 shares of Oracle common stock for an exercise price of $17.95 per share.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Gianforte Greg R
RIGHTNOW TECHNOLOGIES, INC.
136 ENTERPRISE BLVD.
BOZEMAN, MT 59718
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X
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X
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Chairman and CEO
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Co-Trustee
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Gianforte Susan
136 ENTERPRISE BLVD.
BOZEMAN, MT 59718
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Co-Trustee and Spouse of CEO
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Signatures
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/s/ Joshua W. Burnim, Attorney in Fact for: Greg R. Gianforte
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1/25/2012
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**
Signature of Reporting Person
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Date
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/s/ Joshua W. Burnim, Attorney in Fact for: Susan Gianforte
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1/25/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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