| 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 |
| Expires: |
December 31, 2014 |
| 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
*
| C/O JIVE SOFTWARE, INC. |
| 325 LYTTON AVENUE, SUITE 200 |
(Street)
|
2. Issuer Name
and
Ticker or Trading Symbol
Jive Software, Inc.
[
JIVE
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
|
Officer (give title below) |
X |
Other (specify below) |
| Executive Chairman |
|
3. Date of Earliest Transaction
(Month/Day/Year)
05/18/2015
|
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
|
05/18/2015 |
|
M |
|
28,125
|
A
|
$
0
|
1,744,023
|
D
|
|
|
Common Stock
|
05/18/2015 |
|
M |
|
18,750
|
A
|
$
0
|
1,762,773
|
D
|
|
|
Common Stock
|
05/18/2015 |
|
F |
|
23,878
|
D
|
$
5.84
|
1,738,895
|
D
|
|
|
Common Stock
|
|
|
|
|
|
|
|
100,000
|
I
|
See footnote
|
|
Common Stock
|
|
|
|
|
|
|
|
220,000
|
I
|
See footnote
|
|
Common Stock
|
|
|
|
|
|
|
|
2,000
|
I
|
See footnote
|
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 |
|
Restricted Stock Units
|
$
0
|
05/18/2015 |
|
M |
|
|
28,125
|
|
|
Common Stock
|
28,125
|
$
0
|
28,125
|
D
|
|
|
Restricted Stock Units
|
$
0
|
05/18/2015 |
|
M |
|
|
18,750
|
|
|
Common Stock
|
18,750
|
$
0
|
37,500
|
D
|
|
| Explanation of Responses: |
|
|
|
|
|
|
|
/s/ Lisa Jurinka, by power of attorney |
05/20/2015 |
|
** 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. |
REVOCATION OF LIMITED POWER OF ATTORNEY
The undersigned, as a director of Jive Software, Inc. (the
"Corporation"), hereby revokes the Limited Power of Attorney dated October 13,
2011 under which William Pierznik, Katherine Johnson, Bryan LeBlanc and Vicki
Ryan were appointed as attorneys-in-fact and agents to act on my behalf with
regard to the completion and execution of any forms required or advisable
pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended,
or Section 16 of the Securities Exchange Act of 1934, as amended, in connection
with the undersigned's ownership, acquisition or disposition of securities of
the Corporation.
This Revocation of Limited Power of Attorney is executed in Palo Alto, CA, as
of the date set forth below.
/s/ Anthony Zingale
Dated: 05-14-2015
LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE
The undersigned, as an officer or director of Jive Software, Inc. (the
"Corporation"), hereby constitutes and appoints Bryan LeBlanc, Lisa Jurinka,
Dean Chabrier and Bryan Dennis, each the undersigned's true and lawful
attorney-in-fact and agent to complete and execute such Form 144 and Forms 3, 4
and 5 and other forms as such attorney shall in his or her discretion determine
to be required or advisable pursuant to Rule 144 promulgated under the
Securities Act of 1933, as amended, Section 16 of the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder, or any
successor laws and regulations, as a consequence of the undersigned's ownership,
acquisition or disposition of securities of the Corporation, and to do all acts
necessary in order to file such forms with the Securities and Exchange
Commission, any securities exchange or national association, the Corporation and
such other person or agency as the attorney shall deem appropriate.
The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents shall do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934 (as amended).
This Limited Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Form 144 and Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Corporation unless earlier revoked by the undersigned in a writing
delivered to the foregoing attorneys-in-fact.
This Limited Power of Attorney is executed at Jive Software, Inc, in Palo Alto,
CA, as of the date set forth below.
/s/ Anthony Zingale
Dated: 05-14-2015
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