Lawrence Joseph Ellison Form 4 ORACLE / LAWRENCE JOSEPH ELLISON 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

ELLISON LAWRENCE JOSEPH

(Last) (First) (Middle)

C/O DELPHI ASSET MGMT CORPORATION

5525 KIETZKE LANE, SUITE 200

(Street)

RENO NV 89511

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ORACLE CORP [ ORCL ]

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

X	Director	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
Executive Chairman / Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2017

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	08/01/2017		M		70,312	A	$0	1,124,174,048	D
Common Stock	08/01/2017		M		70,312	A	$0	1,124,244,360	D
Common Stock	08/01/2017		M		105,468	A	$0	1,124,349,828	D
Common Stock	08/01/2017		F		128,411(1)	D	$50.16	1,124,221,417	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
Performance Stock Unit	$0	08/01/2017		A		70,312(2)		(2)	(2)	Common Stock	70,312	$0	70,312	D
Performance Stock Unit	$0	08/01/2017		M			70,312(2)	(2)	(2)	Common Stock	70,312	$0	0	D
Performance Stock Unit	$0	08/01/2017		A		70,312(3)		(3)	(3)	Common Stock	70,312	$0	70,312	D
Performance Stock Unit	$0	08/01/2017		M			70,312(3)	(3)	(3)	Common Stock	70,312	$0	0	D
Performance Stock Unit	$0	08/01/2017		A		105,468(4)		(4)	(4)	Common Stock	105,468	$0	105,468	D
Performance Stock Unit	$0	08/01/2017		M			105,468(4)	(4)	(4)	Common Stock	105,468	$0	0	D

Explanation of Responses:

1. Shares withheld for payment of tax liability upon vesting of performance stock units.

2. Represents amount of performance stock units earned from awards granted on July 24, 2014 based on the achievement of performance targets for the fiscal year ended May 31, 2017, as determined by the Compensation Committee on August 1, 2017. The earned amount vested immediately. The number of earned performance stock units represents 50% of the target number of performance stock units eligible to be earned for the third performance period. The performance goals measured Oracle's performance against both a relative revenue growth metric (weighted 50%) and a relative operating cash flow metric (weighted 50%).

3. Represents amount of performance stock units earned from an award granted on July 2, 2015 based on the achievement of performance targets for the fiscal year ended May 31, 2017, as determined by the Compensation Committee on August 1, 2017. The earned amount vested immediately. The number of earned performance stock units represents 50% of the target number of performance stock units eligible to be earned for the second performance period. The performance goals measured Oracle's performance against both a relative revenue growth metric (weighted 50%) and a relative operating cash flow metric (weighted 50%).

4. Represents amount of performance stock units earned from an award granted on June 30, 2016 based on the achievement of performance targets for the fiscal year ended May 31, 2017, as determined by the Compensation Committee on August 1, 2017. The earned amount vested immediately. The number of earned performance stock units represents 75% of the target number of performance stock units eligible to be earned for the first performance period. The performance goals measured Oracle's performance against both a relative revenue growth metric (weighted 50%) and a relative operating cash flow metric (weighted 50%).

	/s/ Lori A. Clancy by Lori A. Clancy, Attorney in fact for Lawrence J. Ellison (POA filed 12/31/15)	08/02/2017
	** 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 4 (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 Number.