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Form 3 NETSUITE INC For: Jul 28 Filed by: ORACLE CORP

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September 27, 2016 7:23 AM EDT
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
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
ORACLE CORP
(Last) (First) (Middle)
500 ORACLE PARKWAY
(Street)
REDWOOD CITY CA 94065
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2016 		3. Issuer Name and Ticker or Trading Symbol
NETSUITE INC [ N ]
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 of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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)
No securities are beneficially owned (1) (2) 0
D (1) (2)
 
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: 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
Explanation of Responses:
1. Each of the Reporting Persons may be deemed to have become a 10% Owner of the Issuer in connection with the entry into of certain Tender and Support Agreements dated July 28, 2016 (the "Tender Agreements"), by OC Acquisition LLC and Napa Acquisition Corporation, and each of Zachary Nelson, Evan Goldberg, James McGeever, Ronald Gill and NetSuite Restricted Holdings LLC, an entity controlled by Lawrence J. Ellison (each, a "Stockholder"), representing an aggregate of 35,291,317 shares of Issuer common stock beneficially owned by the Stockholders. The Tender Agreements were entered into in connection with the Agreement and Plan of Merger, dated July 28, 2016, by and among the Reporting Persons and Issuer. The Reporting Persons exercise voting power in limited situations over such shares of the Issuer's common stock through the grant of an irrevocable proxy by each of the Stockholders in the Tender Agreements.
2. (continued from Footnote 1) The Reporting Persons have no pecuniary interest in any of such shares of Issuer's common stock.
/s/Brian S. Higgins, Vice President, Oracle Corporation 09/27/2016
** Signature of Reporting Person Date
/s/Brian S. Higgins, Secretary, OC Acquisition LLC 09/27/2016
** Signature of Reporting Person Date
/s/Brian S. Higgins, Vice President, Napa Acquisition Corporation 09/27/2016
** 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.

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