07/10/2025 | Press release | Distributed by Public on 07/10/2025 14:31
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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 | ||||||||
Non-qualified Stock Option (Right to Buy) | $161.5 | 07/09/2025 | M(1) | 2,250 | 03/22/2020(11) | 03/22/2026 | Common Stock | 2,250 | $ 0 | 182,372 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Benioff Marc 415 MISSION STREET 3RD FLOOR SAN FRANCISCO, CA 94105 |
X | Chair and CEO |
/s/ Sarah Dale, Attorney-in-Fact for Marc Benioff | 07/10/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | As indicated by the checkbox above, this transaction was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 9, 2025. |
(2) | Shares held in the reporting person's name or in the Marc R. Benioff Revocable Trust. |
(3) | Weighted average price. These shares were sold in multiple transactions at prices ranging from $269.7104 to $270.6886 inclusive. The reporting person undertakes to provide 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. |
(4) | Weighted average price. These shares were sold in multiple transactions at prices ranging from $270.7203 to $271.5895 inclusive. The reporting person undertakes to provide 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. |
(5) | Weighted average price. These shares were sold in multiple transactions at prices ranging from $271.8277 to $272.6549 inclusive. The reporting person undertakes to provide 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. |
(6) | Weighted average price. These shares were sold in multiple transactions at prices ranging from $272.9568 to $273.7326 inclusive. The reporting person undertakes to provide 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. |
(7) | Weighted average price. These shares were sold in multiple transactions at prices ranging from $273.9618 to $274.8967 inclusive. The reporting person undertakes to provide 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. |
(8) | Weighted average price. These shares were sold in multiple transactions at prices ranging from $274.9821 to $275.2644 inclusive. The reporting person undertakes to provide 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. |
(9) | This represents the number of shares earned based upon the achievement of applicable performance criteria pursuant to a performance-based restricted stock unit award with a performance period that ended on June 22, 2025. Such shares will become vested, if at all, subject to the holder's continued employment through July 15, 2025. |
(10) | Shares held in the Marc Benioff Fund LLC (the "Fund"). Fund interests are held in the reporting person's name or in trust. |
(11) | Option vests over four years at the rate of 25% on March 22, 2020, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months. |