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Form 3 Salesforce, Inc. For: Aug 08 Filed by: Millham Brian

August 17, 2022 7:07 PM EDT

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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 *
Millham Brian

(Last) (First) (Middle)
415 MISSION STREET
3RD FLOOR

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/08/2022
3. Issuer Name and Ticker or Trading Symbol
Salesforce, Inc. [ CRM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President and COO
5. 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 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 5,723
D
 
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
Non-qualified Stock Option (Right to Buy) 03/22/2019 (1) 03/22/2025 Common Stock 8,218 118.04 D  
Non-qualified Stock Option (Right to Buy) 07/22/2019 (2) 07/22/2025 Common Stock 6,608 146.87 D  
Non-qualified Stock Option (Right to Buy) 03/22/2020 (3) 03/22/2026 Common Stock 15,362 161.5 D  
Restricted Stock Units 03/22/2020 (4) 03/22/2023 Common Stock 922 0 (5) D  
Non-qualified Stock Option (Right to Buy) 04/22/2021 (6) 04/22/2027 Common Stock 54,110 154.14 D  
Restricted Stock Units 04/22/2021 (7) 04/22/2024 Common Stock 4,583 0 (5) D  
Non-qualified Stock Option (Right to Buy) 02/22/2022 (8) 02/22/2028 Common Stock 415,009 240.95 D  
Non-qualified Stock Option (Right to Buy) 03/22/2022 (9) 03/22/2028 Common Stock 96,855 215.17 D  
Restricted Stock Units 03/22/2022 (10) 03/22/2025 Common Stock 17,980 0 (5) D  
Non-qualified Stock Option (Right to Buy) 03/22/2023 (11) 03/22/2029 Common Stock 101,121 218.21 D  
Restricted Stock Units 03/22/2023 (12) 03/22/2026 Common Stock 27,303 0 (5) D  
Performance-Based Restricted Stock Units 05/15/2023 (13) 05/15/2023 (13) Common Stock 12,592 0 (14) D  
Explanation of Responses:
1. Option is exercisable and vests over four years at the rate of 25% on March 22, 2019, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months.
2. Option is exercisable and vests over four years at the rate of 25% on July 22, 2019, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months.
3. Option is exercisable and vests over four years at the rate of 25% on March 22, 2020, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months.
4. These restricted stock units vest as to 25% of the original grant on March 22, 2020 and vest as to 1/16 of the original grant quarterly thereafter.
5. Restricted stock units convert to shares of Issuer common stock on a one-for-one basis.
6. Option is exercisable and vests over four years at the rate of 25% on April 22, 2021, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months.
7. These restricted stock units vest as to 25% of the original grant on April 22, 2021, and vest as to 1/16 of the original grant quarterly thereafter.
8. Option is exercisable and vests over four years at the rate of 25% on February 22, 2022, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months.
9. Option is exercisable and vests over four years at the rate of 25% on March 22, 2022, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months.
10. These restricted stock units vest as to 25% of the original grant on March 22, 2022, and vest as to 1/16 of the original grant quarterly thereafter.
11. Option is exercisable and vests over four years at the rate of 25% on March 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. These restricted stock units vest as to 25% of the original grant on March 22, 2023, and vest as to 1/16 of the original grant quarterly thereafter.
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. Each performance-based restricted stock unit, or PRSU, represents a contingent right to receive one share of Issuer common stock.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Scott Siamas, Attorney-in-Fact for Brian Millham 08/17/2022
** 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.
LIMITED POWER OF ATTORNEY FOR SECTION 16(a) REPORTING

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Sarah Dods, Scott Siamas, Ryan Guerrero,
Katherine Huynh and Ariel Gaknoki, and each of them, as the
undersigned?s true and lawful attorney-in-fact (the ?Attorney-in-Fact?),
with full power of substitution and resubstitution, with the power to
act alone for the undersigned and in the undersigned?s name, place
and stead, in any and all capacities to:

1. prepare, execute and file with the Securities and Exchange Commission,
any national securities exchange or securities quotation system and
Salesforce, Inc. (the ?Company?) any and all reports (including any amendment
thereto) of the undersigned required or considered advisable under
Section 16(a) of the Securities Exchange Act of 1934 (the ?Exchange Act?)
and the rules and regulations thereunder, with respect to the equity
securities of the Company, including Form ID and Forms 3, 4 and 5; and

2. obtain, as the undersigned?s representative and on the undersigned?s behalf,
information regarding transactions in the Company?s equity securities from any
third party, and the undersigned hereby authorizes any such third party to
release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

1. this Limited Power of Attorney authorizes, but does not require,
the Attorney-in-Fact to act at his or her discretion on information
provided to such Attorney-in-Fact without independent verification
of such information;

2. any documents prepared or executed by the Attorney-in-Fact on
behalf of the undersigned pursuant to this Limited Power of Attorney
will be in such form and will contain such information as the
Attorney-in-Fact, in his or her discretion, deems necessary or desirable;

3. neither the Company nor the Attorney-in-Fact assumes any
liability for the undersigned?s responsibility to comply with the
requirements of Section 16 of the Exchange Act, any liability of the
undersigned for any failure to comply with such requirements, or any
liability of the undersigned for disgorgement of profits under
Section 16(b) of the Exchange Act; and

4. this Limited Power of Attorney does not relieve the undersigned
from responsibility for compliance with the undersigned?s obligations
under Section 16 of the Exchange Act, including, without, limitation,
the reporting requirements under Section 16(a) of the Exchange Act.

The undersigned hereby grants to the Attorney-in-Fact full power and
authority to do and perform each and every act and thing requisite,
necessary or convenient to be done in connection with the foregoing, as
fully, to all intents and purposes, as the undersigned might or could do
in person, hereby ratifying and confirming all that the Attorney-in-Fact,
or his or her substitute or substitutes, shall lawfully do or cause to be
done by authority of this Limited Power of Attorney.

This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 4 or 5 with
respect to the undersigned?s transactions in equity securities of the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the Attorney-in-Fact.

This Limited Power of Attorney shall be governed and construed in
accordance the laws of the State of California without regard to
conflict-of-law principles.

IN WITNESS WHEREOF, the undersigned has executed this Limited
Power of Attorney as of August 10, 2022.

Signature: /s/ Brian Millham
Print Name: Brian Millham




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