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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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OMB Number: 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per response...14.90
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
Vitria Technology, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
928490 10 4
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(CUSIP Number)
December 31, 1999
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(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1745 (3-98)
Page 1 of 5 pages
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CUSIP No. 928490 10 4 13G PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Chang Family Trust dated June 27, 1994
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2
(a)
(b)
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
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SOLE VOTING POWER
5
NUMBER OF 4,739,870
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
-0-
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING 4,739,870
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
4,739,870
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
Not applicable.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
7.7%
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TYPE OF REPORTING PERSON*
12
00
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 pages
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Item 1.
(a) Name of Issuer
Vitria Technology, Inc.
(b) Address of Issuer's Principal Executive Offices
945 Stewart Drive
Sunnyvale, CA 94086
Item 2.
(a) Name of Person Filing
The Chang Family Trust dated June 27, 1994
(b) Address of Principal Business Office or, if none, Residence
945 Stewart Drive
Sunnyvale, CA 94086
(c) Citizenship
United States
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
928490 10 4
<TABLE>
<CAPTION>
Item 3. If this statement is filed pursuant to (S)(S)240.13d-1(b), or 240.13d-2(b) or (c), check whether the
person filing is a:
<C> <C> <S>
(a) [_] Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [_] Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);
(d) [_] An investment company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8);
(e) [_] An investment adviser in accordance with (S)240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with (S)240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with (S)240.13d-1(b)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
(i) [_] A church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J)
</TABLE>
Page 3 of 5 pages
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Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned: 4,739,870
(b) Percent of Class: 7.68%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 4,739,870
(ii) Shared power to vote or to direct the vote: -0-
(iii) Sole power to dispose or to direct the disposition of:
4,739,870
(iv) Shared power to dispose or to direct the disposition of: -0-
Instruction: For computations regarding securities which represent a right to
acquire an underlying security see (S)240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [_].
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of a Group
Not applicable.
Page 4 of 5 pages
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Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 14, 2000
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Date
/s/ Michael W. Taylor
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Signature
Michael W. Taylor, Trustee
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Name/Title
Page 5 of 5 pages
