- Statement of Changes in Beneficial Ownership (4)
05 April 2012 - 4:57AM
Edgar (US Regulatory)
FORM 4
[ ]
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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0.5
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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
*
Gauvin Guy
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2. Issuer Name
and
Ticker or Trading Symbol
TALEO CORP
[
TLEO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive VP, Global Services
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(Last)
(First)
(Middle)
C/O TALEO CORPORATION, 4140 DUBLIN BOULEVARD, SUITE 400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2012
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(Street)
DUBLIN, CA 94568
(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)
_
X
_ Form filed by One Reporting Person
___ 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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Class A Common Stock
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4/1/2012
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M
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5020
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A
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$0
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6261
(1)
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D
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Class A Common Stock
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4/1/2012
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F
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2419
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D
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$45.97
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3842
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D
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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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Restricted Stock Units
(2)
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$0
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4/1/2012
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M
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1250
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4/1/2012
(3)
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(3)
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Class A Common Stock
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1250
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$0
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3750
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D
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Restricted Stock Units
(2)
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$0
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4/1/2012
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M
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1245
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4/1/2012
(4)
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(4)
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Class A Common Stock
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1245
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$0
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8720
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D
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Restricted Stock Units
(2)
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$0
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4/1/2012
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M
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2525
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4/1/2012
(5)
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(5)
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Class A Common Stock
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2525
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$0
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7575
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D
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Explanation of Responses:
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(
1)
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Includes shares acquired by the Reporting Person on March 15, 2012 pursuant to the Issuer's Employee Stock Purchase Plan.
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(
2)
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Each restricted stock unit represents a contingent right to receive one share of Taleo Corporation Class A Common Stock.
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(
3)
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The Restricted Stock Units shall vest in equal installments on a quarterly basis, beginning on January 1, 2009, such that 100% of the Restricted Stock Units will be fully vested on January 1, 2013, subject to the Reporting Person continuing to be a Service Provider through such date. In the event the Reporting Person ceases to be a Service Provider before these Restricted Stock Units are fully vested, the unvested Restricted Stock Units will be forfeited to the Issuer.
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(
4)
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25% of the Restricted Stock Units vested on January 1, 2011, and the remaining Restricted Stock Units will vest quarterly thereafter, such that 100% of the Restricted Stock Units will be fully vested on January 1, 2014, subject to the Reporting Person continuing to be a Service Provider through such date. In the event the Reporting Person ceases to be a Service Provider before these Restricted Stock Units are fully vested, the unvested Restricted Stock Units will be forfeited to the Issuer.
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(
5)
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25% of the Restricted Stock Units vested on April 1, 2012, and the remaining Restricted Stock Units will vest quarterly thereafter, such that 100% of the Restricted Stock Units will be fully vested on April 1, 2015, subject to the Reporting Person continuing to be a Service Provider through such date. In the event the Reporting Person ceases to be a Service Provider before these Restricted Stock Units are fully vested, the unvested Restricted Stock Units will be forfeited to the Issuer.
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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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Gauvin Guy
C/O TALEO CORPORATION
4140 DUBLIN BOULEVARD, SUITE 400
DUBLIN, CA 94568
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Executive VP, Global Services
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Signatures
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Josh Faddis, Attorney-in-fact for Guy Gauvin
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4/3/2012
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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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