Sec Form 4 Filing - Benioff Marc @ Salesforce, Inc. - 2022-06-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
Benioff Marc
2. Issuer Name and Ticker or Trading Symbol
Salesforce, Inc. [ CRM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and Co-CEO
(Last) (First) (Middle)
415 MISSION STREET, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/22/2022
(Street)
SAN FRANCISCO, CA94105
4. If Amendment, Date Original Filed (MM/DD/YY)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/24/2022 M( 1 ) 2,300 A $ 80.99 28,763,668 D( 2 )
Common Stock 06/24/2022 S( 1 ) 113 D $ 177.2071( 3 ) 28,763,555 D( 2 )
Common Stock 06/24/2022 S( 1 ) 76 D $ 178.9557( 4 ) 28,763,479 D( 2 )
Common Stock 06/24/2022 S( 1 ) 104 D $ 179.8846( 5 ) 28,763,375 D( 2 )
Common Stock 06/24/2022 S( 1 ) 196 D $ 181.8409( 6 ) 28,763,179 D( 2 )
Common Stock 06/24/2022 S( 1 ) 258 D $ 183.113( 7 ) 28,762,921 D( 2 )
Common Stock 06/24/2022 S( 1 ) 634 D $ 183.8558( 8 ) 28,762,287 D( 2 )
Common Stock 06/24/2022 S( 1 ) 540 D $ 185.0325( 9 ) 28,761,747 D( 2 )
Common Stock 06/24/2022 S( 1 ) 379 D $ 185.9996( 10 ) 28,761,368 D( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Non-qualified Stock Option (Right to Buy) $ 167.45 06/22/2022 A 190,818 06/22/2023( 11 ) 06/22/2029 Common Stock 190,818 $ 167.45 190,818 D
Performance-Based Restricted Stock Units $ 0( 12 ) 06/22/2022 A 78,906 07/15/2025( 13 ) 07/15/2025( 13 ) Common Stock 78,906 $ 0 78,906 D
Non-qualified Stock Option (Right to Buy) $ 80.99 06/24/2022 M( 1 ) 2,300 11/22/2016( 14 ) 11/22/2022 Common Stock 2,300 $ 0 205,116 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Benioff Marc
415 MISSION STREET
3RD FLOOR
SAN FRANCISCO, CA94105
X Chairman and Co-CEO
Signatures
/s/ Katherine Huynh, Attorney-in-Fact for Marc Benioff 06/24/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transaction reported in this Form 4 was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person at least 90 days prior to the trading date.
( 2 )Other than the shares subject to the transactions reported in this Form 4 (which are held in the reporting person's name), shares are held in the Marc R. Benioff Revocable Trust.
( 3 )Weighted average price. These shares were sold in multiple transactions at prices ranging from $177.0000 to $177.4827 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 4 )Weighted average price. These shares were sold in multiple transactions at prices ranging from $178.4265 to $179.2000 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 5 )Weighted average price. These shares were sold in multiple transactions at prices ranging from $179.4458 to $180.1624 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 6 )Weighted average price. These shares were sold in multiple transactions at prices ranging from $181.2671 to $182.2618 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 7 )Weighted average price. These shares were sold in multiple transactions at prices ranging from $182.4865 to $183.4690 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 8 )Weighted average price. These shares were sold in multiple transactions at prices ranging from $183.5000 to $184.4467 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 9 )Weighted average price. These shares were sold in multiple transactions at prices ranging from $184.5023 to $185.4400 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 10 )Weighted average price. These shares were sold in multiple transactions at prices ranging from $185.7700 to $186.3174 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 11 )Option vests over four years at the rate of 25% on June 22, 2023, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months.
( 12 )Each performance-based restricted stock unit, or PRSU, represents a contingent right to receive one share of Issuer common stock.
( 13 )The PRSUs will vest depending on Issuer's total shareholder return ("TSR") over the three-year period from the grant date (the "Performance Period"), relative to companies in the NASDAQ-100 Index as of the grant date (the "Index Group"). If Issuer's TSR over the Performance Period is at the 60th percentile when ranked against the Index Group TSRs, 100% of the target number of shares will vest. For every percentile by which Issuer's TSR ranking within the Index Group exceeds the 60th percentile, shares vesting will increase by 3 and 1/3%, up to a maximum payout of 200% of target if Issuer's TSR ranking is at the 99th percentile. For every percentile by which Issuer's TSR ranking within the Index Group is below the 60th percentile, shares vesting will decrease by 2 and 22/39%, with no payout if Issuer's TSR ranking is below the 30th percentile. If Issuer's absolute TSR over the Performance Period is negative, the number of shares vesting will not exceed 100% of target.
( 14 )Option vests over four years at the rate of 25% on November 22, 2016, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months.

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).

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