exv4w1



 





Exhibit 4.1





CERTIFICATE NUMBER






SHARES












SFX




[SuccessFactors, Inc. Logo]




	 	 	 
	INCORPORATED UNDER THE LAWS 

OF THE STATE OF DELAWARE
	 	SEE REVERSE FOR A STATEMENT AS TO

THE RIGHTS, PREFERENCES, PRIVILEGES,

RESTRICTIONS OF EACH CLASS OF STOCK

AND CERTAIN DEFINITIONS






	 	 	 	 	 	 
	 	 

	 	 	     CUSIP 864596 101     	 
	 	 




THIS CERTIFIES THAT



IS THE RECORD HOLDER OF




FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF




SUCCESSFACTORS, INC.




transferable on the books of the Corporation by the holder hereof in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not
valid unless countersigned by the transfer agent and registered by the registrar.



WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized
officers.



Dated:



	 	 	 	 	 
	/s/ Lars Dalgaard
	 	 	 	/s/ Julian K. Ong
	PRESIDENT AND CHIEF EXECUTIVE 

OFFICER
	 	[Corporate Seal]
	 	VICE PRESIDENT,
GENERAL COUNSEL

AND SECRETARY






COUNTERSIGNED AND REGISTERED:

     COMPUTERSHARE TRUST COMPANY, N.A.

          TRANSFER AGENT AND REGISTRAR




BY




               AUTHORIZED SIGNATURE





 









 








THE CORPORATION SHALL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF
EACH CLASS OF STOCK OF THE CORPORATION OR SERIES THEREOF WHICH THE CORPORATION IS AUTHORIZED TO
ISSUE AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH
REQUESTS SHOULD BE MADE TO THE CORPORATION’S SECRETARY AT THE PRINCIPAL OFFICE OF THE CORPORATION.







THE FOLLOWING ABBREVIATIONS, WHEN USED IN THE INSCRIPTION ON THE FACE OF THIS CERTIFICATE, SHALL BE CONSTRUED AS THOUGH THEY WERE WRITTEN OUT IN
FULL ACCORDING TO APPLICABLE LAWS OR REGULATIONS:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TEN COM	 	—	 	as tenants in common	 	UNIF GIFT MIN ACT	 	—	 	.............................
Custodian ..........................
	TEN ENT

	 	—
	 	as tenants by the entireties
	 	 	 	 	 	(Cust)	 	 	(Minor)	 
	JT TEN	 	—	 	as joint tenants with right of	 	 	 	 	 	under Uniform Gifts to Minors Act ................
	 

	 	 	 	survivorship and not as tenants
	 	 	 	 	 	 	 	(State)	 	 
	 	 	 	 	in common	 	UNIF TRF MIN ACT	 	—	 	.....................
Custodian (until age ................)
	 

	 	 	 	 	 	 	 	 	 	(Cust)	 	 	(Minor)	 
	 	 	 	 	 	 	 	 	 	 	under Uniform Transfers to Minors Act ...........
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	(State)






Additional abbreviations may also be used though not in the above list








For Value Received,                      hereby sell, assign and transfer unto




PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE                    
                    
                    
                    



	 	 	 
	 
	 	 
	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 	 
	 
	 	 
	 
	 
	 	 
	 
	 	 
	 
	 
	 	 
	 

	 	Shares
	 
	 

	of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	 	 
	 
	 	 
	 

	 	Attorney
	 
	 
	to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
	 	 






	 	 	 	 	 	 	 
	Dated
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Signature	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Signature	 	 
	 

	 	 	 	 	 	 






			
	NOTICE:	 	THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE NAME
AS WRITTEN UPON THE FACE OF THE
CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.





Signature(s) Guaranteed




	 	 	 	 	 
	By

	 	 	 	 
	 

	 	 	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers,
Savings and Loan Associations and Credit Unions)
WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.	 	 






KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE CORPORATION MAY
REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.