Initial Statement of Beneficial Ownership (3)
2022年8月18日 - 8:07AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Millham Brian |
2. Date of Event Requiring Statement (MM/DD/YYYY)
8/8/2022
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3. Issuer Name and Ticker or Trading Symbol
Salesforce, Inc. [CRM]
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(Last)
(First)
(Middle)
415 MISSION STREET, 3RD FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) President and COO / |
(Street)
SAN FRANCISCO, CA 94105
(City)
(State)
(Zip)
| 5. 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
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 5723 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Non-qualified Stock Option (Right to Buy) | 3/22/2019 (1) | 3/22/2025 | Common Stock | 8218 | $118.04 | D | |
Non-qualified Stock Option (Right to Buy) | 7/22/2019 (2) | 7/22/2025 | Common Stock | 6608 | $146.87 | D | |
Non-qualified Stock Option (Right to Buy) | 3/22/2020 (3) | 3/22/2026 | Common Stock | 15362 | $161.50 | D | |
Restricted Stock Units | 3/22/2020 (4) | 3/22/2023 | Common Stock | 922 | $0 (5) | D | |
Non-qualified Stock Option (Right to Buy) | 4/22/2021 (6) | 4/22/2027 | Common Stock | 54110 | $154.14 | D | |
Restricted Stock Units | 4/22/2021 (7) | 4/22/2024 | Common Stock | 4583 | $0 (5) | D | |
Non-qualified Stock Option (Right to Buy) | 2/22/2022 (8) | 2/22/2028 | Common Stock | 415009 | $240.95 | D | |
Non-qualified Stock Option (Right to Buy) | 3/22/2022 (9) | 3/22/2028 | Common Stock | 96855 | $215.17 | D | |
Restricted Stock Units | 3/22/2022 (10) | 3/22/2025 | Common Stock | 17980 | $0 (5) | D | |
Non-qualified Stock Option (Right to Buy) | 3/22/2023 (11) | 3/22/2029 | Common Stock | 101121 | $218.21 | D | |
Restricted Stock Units | 3/22/2023 (12) | 3/22/2026 | Common Stock | 27303 | $0 (5) | D | |
Performance-Based Restricted Stock Units | 5/15/2023 (13) | 5/15/2023 (13) | Common Stock | 12592 | $0 (14) | D | |
Explanation of Responses: |
(1) | Option is exercisable and 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. |
(2) | Option is exercisable and vests over four years at the rate of 25% on July 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. |
(3) | Option is exercisable and 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. |
(4) | These restricted stock units vest as to 25% of the original grant on March 22, 2020 and vest as to 1/16 of the original grant quarterly thereafter. |
(5) | Restricted stock units convert to shares of Issuer common stock on a one-for-one basis. |
(6) | Option is exercisable and vests over four years at the rate of 25% on April 22, 2021, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months. |
(7) | These restricted stock units vest as to 25% of the original grant on April 22, 2021, and vest as to 1/16 of the original grant quarterly thereafter. |
(8) | Option is exercisable and vests over four years at the rate of 25% on February 22, 2022, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months. |
(9) | Option is exercisable and vests over four years at the rate of 25% on March 22, 2022, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months. |
(10) | These restricted stock units vest as to 25% of the original grant on March 22, 2022, and vest as to 1/16 of the original grant quarterly thereafter. |
(11) | Option is exercisable and vests over four years at the rate of 25% on March 22, 2023, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months. |
(12) | These restricted stock units vest as to 25% of the original grant on March 22, 2023, and vest as to 1/16 of the original grant quarterly thereafter. |
(13) | The 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. |
(14) | Each performance-based restricted stock unit, or PRSU, represents a contingent right to receive one share of Issuer common stock. |
Remarks: Exhibit 24 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Millham Brian 415 MISSION STREET 3RD FLOOR SAN FRANCISCO, CA 94105 |
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| President and COO |
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Signatures
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/s/ Scott Siamas, Attorney-in-Fact for Brian Millham | | 8/17/2022 |
**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 5(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. |
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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