Note: PDF provided as a courtesy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 64118Q107
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1. |
Names of Reporting Persons David Ferris Ellison Trust |
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2. |
Check the appropriate box if a member of a group (b) ý |
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3. |
SEC use only |
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4. |
Citizenship or place of organization California |
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5. |
Sole voting power 1,146,120 |
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SHARES |
6. |
Shared voting power 0 |
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EACH |
7. |
Sole dispositive power 1,146,120 |
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WITH
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8. |
Shared dispositive power 0 |
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9. |
Aggregate amount beneficially owned by each reporting person 1,146,120 |
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10. |
Check if the aggregate amount in row (9) excludes certain shares ¨ |
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11. |
Percent of class represented by amount in row (9) 1.5% (1) |
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12. |
Type of Reporting Person OO (Trust) |
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(1) Based on 74,684,153 shares of the Issuer's Common Stock outstanding as of October 25, 2013, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013, filed on October 30, 2013.
(Page 2 of 8 Pages)
CUSIP No. 64118Q107
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1. |
Names of Reporting Persons Margaret Elizabeth Ellison Trust |
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2. |
Check the appropriate box if a member of a group (b) ý |
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3. |
SEC use only |
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4. |
Citizenship or place of organization U.S.A. |
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5. |
Sole voting power 2,292,240 |
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SHARES |
6. |
Shared voting power 0 |
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EACH |
7. |
Sole dispositive power 2,292,240 |
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WITH
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8. |
Shared dispositive power 0 |
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9. |
Aggregate amount beneficially owned by each reporting person 2,292,240 |
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10. |
Check if the aggregate amount in row (9) excludes certain shares ¨ |
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11. |
Percent of class represented by amount in row (9) 3.1%(1) |
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12. |
Type of Reporting Person OO (Trust) |
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(1) Based on 74,684,153 shares of the Issuer's Common Stock outstanding as of October 25, 2013, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013, filed on October 30, 2013.
(Page 3 of 8 Pages)
Item 1.
(a) Name of Issuer:
NetSuite Inc.
(b) Address of Issuer's Principal Executive Offices:
2955 Campus Drive, Suite 100, San Mateo, CA 94403
Item 2.
(a) Name of Person Filing:
This statement is being filed jointly by: (1) the David Ferris Ellison Trust, a California trust; and (2) the Margaret Elizabeth Ellison Trust, a California trust. The two trusts are collectively identified hereinafter as the "Reporting Persons."
(b) Address of Principal Business Office or, if None, Residence:
The address of the David Ferris Ellison Trust and the Margaret Elizabeth Ellison Trust is: 101 Ygnacio Valley Road, Suite 310, Walnut Creek, CA 94596.
(c) Citizenship:
Each of the Reporting Persons is an entity organized under the laws of California.
(d) Title of Class of Securities:
Common Stock, par value $0.01 per share.
(e) CUSIP Number:
64118Q107
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(Page 4 of 8 Pages)
(g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) ¨ A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
If filing as a non-US institution in accordance with Rule 13d-1(b)(l)(ii)(J), please specify the type of institution: _______________________;
(k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned:
David Ferris Ellison Trust: 1,146,120 (1)(2)
Margaret Elizabeth Ellison Trust: 2,292,240 (1)
(b) Percent of class:
David Ferris Ellison Trust: 1.5% (3)
Margaret Elizabeth Ellison Trust: 3.1% (3)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
David Ferris Ellison Trust: 1,146,120 (1)(2)
Margaret Elizabeth Ellison Trust: 2,292,240 (1)
(ii) Shared power to vote or to direct the vote:
n/a
(iii) Sole power to dispose or to direct the disposition of:
David Ferris Ellison Trust: 1,146,120 (1)(2)
Margaret Elizabeth Ellison Trust: 2,292,240 (1)
(iv) Shared power to dispose or to direct the disposition of:
n/a
(1) The David Ferris Ellison Trust and the Margaret Elizabeth Ellison Trust are separate and distinct trusts, created and subsisting under California law. The co-trustees of the David Ferris Ellison Trust are Philip B. Simon and David Ferris Ellison. The sole trustee of the Margaret Elizabeth Ellison Trust is Philip B. Simon. The trustees,
(Page 5 of 8 Pages)
acting on behalf of the respective trusts and for the benefit of the respective beneficiaries, have voting and dispositive power over the shares of the Issuer held by the respective trusts. The Reporting Persons disclaim the existence of a "group" for purposes of Regulation 13D.
(2) David F. Ellison, individually, is also the beneficial owner of 2,222,239 shares of the Issuer's Common Stock (representing 3.0% of the shares outstanding, determined in accordance with note (3)), as to which he has sole voting and dispositive power. Mr. Ellison and the Reporting Persons disclaim the existence of a "group" for purposes of Regulation 13D.
(3) Based on 74,684,153 shares of the Issuer's Common Stock outstanding as of October 25, 2013, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013, filed on October 30, 2013.
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x,
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Exhibit 99.1. The filing persons disclaim that they are a "group."
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
(Page 6 of 8 Pages)
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.
Date: February 12, 2014
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PHILIP B. SIMON and DAVID FERRIS ELLISON, as Trustees of the DAVID FERRIS ELLISON TRUST under Agreement dated December 7, 1983.
By: /s/ Philip B. Simon By: /s/ David Ferris Ellison
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PHILIP B. SIMON, as Trustee of the MARGARET ELIZABETH ELLISON TRUST under Agreement dated February 7, 1986.
By: /s/ Philip B. Simon |
(Page 7 of 8 Pages)
EXHIBITS
99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the David Ferris Ellison Trust and the Margaret Elizabeth Ellison Trust, with regard to NetSuite on February 14, 2008).
(Page 8 of 8 Pages)