Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Ramsey James Burr
2. Date of Event Requiring Statement (Month/Day/Year)
02/06/2009
3. Issuer Name and Ticker or Trading Symbol
NETSUITE INC [N]
(Last)
(First)
(Middle)
C/O NETSUITE INC., 2955 CAMPUS DRIVE, SUITE 100
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP Worldwide Sales & Distrib.
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN MATEO, CA 94403
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
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 102,039 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
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
Employee Stock Option (right to buy)   (2) 01/28/2014 Common Stock 13,047 $ 0.7 D  
Employee Stock Option (right to buy)   (3) 05/17/2015 Common Stock 10,692 $ 1 D  
Employee Stock Option (right to buy)   (4) 12/30/2015 Common Stock 23,437 $ 5 D  
Employee Stock Option (right to buy)   (5) 06/28/2017 Common Stock 37,500 $ 12.4 D  
Employee Stock Option (right to buy)   (6) 12/11/2017 Common Stock 28,125 $ 14.5 D  
Employee Stock Option (right to buy)   (7) 12/18/2017 Common Stock 9,375 $ 26 D  
Employee Stock Option (right to buy)   (8) 08/14/2018 Common Stock 25,000 $ 17.25 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ramsey James Burr
C/O NETSUITE INC.
2955 CAMPUS DRIVE, SUITE 100
SAN MATEO, CA 94403
      SVP Worldwide Sales & Distrib.  

Signatures

/s/ Douglas P. Solomon, by power of attorney 02/13/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes 23,437 shares represented by restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of NetSuite Inc. common stock. The Reporting Person was originally awarded 25,000 RSUs. One-sixteenth of the RSUs vested on November 15, 2008 and one-sixteenth of the RSUs shall vest quarterly thereafter.
(2) The option is subject to an early exercise provision and is immediately exercisable. An option to purchase 82,700 shares was granted on January 28, 2004 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. One forty-eighth of the shares subject to the option vested on February 15, 2004 and one forty-eighth of the shares vest monthly thereafter.
(3) The option is subject to an early exercise provision and is immediately exercisable. An option to purchase 18,329 shares was granted on May 17, 2005 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. One forty-eighth of the shares subject to the option vested on June 17, 2005 and one forty-eighth of the shares vest monthly thereafter.
(4) The option is subject to an early exercise provision and is immediately exercisable. An option to purchase 25,000 shares was granted on December 30, 2005 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. One ninety-sixth of the shares subject to the option vested on January 30, 2006 and one ninety-sixth of the shares vest monthly thereafter.
(5) The option is fully vested.
(6) The option is subject to an early exercise provision and is immediately exercisable. One thirty-sixth of the shares subject to the option vested on January 12, 2009 and one thirty-sixth of the shares shall vest monthly thereafter.
(7) One thirty-sixth of the shares subject to the option vested on January 19, 2009 and one thirty-sixth of the shares shall vest monthly thereafter.
(8) One forty-eighth of the shares subject to the option vested on August 15, 2008 and one forty-eighth of the shares shall vest on the first day of each month thereafter.

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