N Netsuite (delisted)

This Amendment No. 2 to Schedule 13D (this “Amendment) relates to the Common Stock, par value $0.01 per share (the “Shares”) of NetSuite Inc., a Delaware corporation (the “Issuer”) and amends the initial statement on Schedule 13D filed on August 12, 2016 (the “Original 13D”), as amended by Amendment No. 1 to the Original 13D filed on September 27, 2016 (“Amendment No. 1” and, together with the Original 13D and this Amendment, the “Schedule 13D”). Unless otherwise specified, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original 13D.

On November 7, 2016, Oracle, OC and Merger Subsidiary completed the transactions contemplated by the Agreement and Plan of Merger, dated July 28, 2016, by and among the Issuer, OC, Merger Subsidiary and Oracle (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Subsidiary merged with and into the Issuer (the “Merger”), with the Issuer surviving (the “Surviving Corporation”) the Merger as a subsidiary of Oracle.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On November 7, 2016, pursuant to the terms of the Merger Agreement, Merger Subsidiary merged with and into the Issuer, with the Issuer surviving the Merger as a subsidiary of Oracle.

At the Effective Time, each Share issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive the Offer Price, without interest and subject to any required tax withholding, other than (1) Shares held by NetSuite as treasury stock, owned by Oracle, OC, Merger Subsidiary or any subsidiary of NetSuite; and (2) Shares held by stockholders who properly exercised appraisal rights under the General Corporation Law of the State of Delaware.

At the Effective Time, the one hundred (100) shares of common stock of Merger Subsidiary that were outstanding immediately prior to the Effective Time were converted into and became one hundred (100) shares of common stock of the Surviving Corporation.

Upon the closing of the Merger, the Shares that previously traded under the ticker symbol “N”, ceased trading on, and are being delisted from, the New York Stock Exchange.

In connection with the merger, each member of the Board of Directors of the Issuer resigned from the Board of Directors of the Issuer, including any committee thereof. At the Effective Time, the size of the Board of Directors of the Issuer was reduced to one member, and Brian S. Higgins was appointed as the sole member of the Board of Directors of the Issuer.

At the Effective Time, the officers of Merger Subsidiary immediately prior to the Effective Time became the officers of the Issuer following the Effective Time.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) and (b) As a result of the Merger and pursuant to the Merger Agreement, (i) the Reporting Persons acquired and, for purposes of Rule 13d-3 promulgated under the Exchange Act, beneficially owned 100% of the outstanding Shares and (ii) the Reporting Persons had sole power to vote and dispose of 100% of the Shares.

(c) Except for the Merger Agreement, the Tender Agreements and the transactions described in this Amendment, to the knowledge of the Reporting Persons, no transactions in the class of securities reported have been effected during the past 60 days by any person named in Schedule A or Item 5(a).

(d) To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein.

(e) Inapplicable.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

As a result of the completion of the Merger, the Tender Agreements terminated in accordance with their terms on November 7, 2016.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.