Kinney Catherine R Form 4 NETSUITE / Catherine R Kinney ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kinney Catherine R

(Last) (First) (Middle)

2955 CAMPUS DRIVE, SUITE 100

(Street)

SAN MATEO CA 94403

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NETSUITE INC [ N ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/07/2016		D		9,453(1)	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: 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
Employee Stock Option (right to buy)	$11.52	11/07/2016		D			6,000	(3)	(3)	Common Stock	6,000	$0.00	0	D
Employee Stock Option (right to buy)	$14.37	11/07/2016		D			9,669	(3)	(3)	Common Stock	9,669	$0.00	0	D
Employee Stock Option (right to buy)	$37.06	11/07/2016		D			4,081	(3)	(3)	Common Stock	4,081	$0.00	0	D
Employee Stock Option (right to buy)	$45.99	11/07/2016		D			3,543	(3)	(3)	Common Stock	3,543	$0.00	0	D
Employee Stock Option (right to buy)	$78.25	11/07/2016		D			3,854	(3)	(3)	Common Stock	3,854	$0.00	0	D
Employee Stock Option (right to buy)	$80.7	11/07/2016		D			3,194	(3)	(3)	Common Stock	3,194	$0.00	0	D
Employee Stock Option (right to buy)	$89.16	11/07/2016		D			2,552	(3)	(3)	Common Stock	2,552	$0.00	0	D
Employee Stock Option (right to buy)	$91.07	11/07/2016		D			2,868	(3)	(3)	Common Stock	2,868	$0.00	0	D
Restricted Stock Units(4)	$0.00	11/07/2016		D			2,556	(3)	(3)	Common Stock	2,556	$0.00	0	D

Explanation of Responses:

1. Excludes shares underlying Restricted Stock Units previously reported in this Table I but are displayed in Table II of this filing for clarity.

2. Outstanding shares of the common stock of the Issuer were converted into the right to receive $109.00 per share in cash, without interest thereon and subject to any required tax withholding (the "Merger Consideration"), in accordance with the Merger Agreement.

3. Outstanding stock options, restricted stock units ("RSUs") or performance-based restricted stock units ("PRSUs") of the Issuer were either (i) assumed by Parent and automatically converted into corresponding equity incentive awards on common stock of Parent in accordance with the Merger Agreement, or (ii) cancelled and converted into the right to receive the Merger Consideration (less the exercise price, in the case of stock options) in accordance with the Merger Agreement.

4. Each RSU and PRSU represented the contingent right to receive one share of common stock of the Issuer.

Remarks:

This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 28, 2016, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on August 1, 2016, and by which the Issuer became a wholly-owned subsidiary (the "Merger") of Oracle Corporation ("Parent").

	/s/ Douglas P. Solomon, attorney-in-fact	11/09/2016
	** Signature of Reporting Person	Date
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