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 *
  SAP AG
 2. Date of Event Requiring Statement (Month/Day/Year)
02/16/2012		 3. Issuer Name and Ticker or Trading Symbol
SuccessFactors, Inc. [NYSE:SFSF]
(Last)
(First)
(Middle)
DIETMAR-HOPP-ALLEE 16		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WALLDORF, 2M 69190		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (1) (2) 76,262,065 (3)
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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SAP AG
DIETMAR-HOPP-ALLEE 16
WALLDORF, 2M 69190		     X    
SAP America, Inc.
3999 WEST CHESTER PIKE
NEWTOWN SQUARE, PA 19073		     X    

Signatures

/s/ Michael Ploetner, Authorized Signatory of SAP AG 02/23/2012
**Signature of Reporting Person Date
/s/ Wendy Boufford, Authorized Signatory of SAP AG 02/23/2012
**Signature of Reporting Person Date
/s/ Wendy Boufford, Authorized Signatory of SAP America, Inc. 02/23/2012
**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) This form is a joint filing by SAP AG and SAP America, Inc., a wholly owned subsidiary of SAP AG ("SAP America"). Saturn Expansion Corporation, an indirectly wholly-owned subsidiary of SAP AG and wholly owned subsidiary of SAP America (the "Purchaser") acted as the purchaser of all shares acquired by SAP AG and SAP America. The separate legal existence of the Purchaser ended on February 22, 2012 when it merged with and into SuccessFactors, Inc. ("SuccessFactors").
(2) This Form 3 relates to shares of common stock of SuccessFactors, par value $0.001 per share (the "Shares").
(3) Reflects Shares purchased upon the expiration of a tender offer commenced pursuant to the Tender Offer Statement on Schedule TO, as amended or supplemented, initially filed with the U.S. Securities and Exchange Commission on December 16, 2011 by SAP AG, SAP America and the Purchaser. Amount excludes 5,411,270 Shares tendered through guaranteed delivery procedures.

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