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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
TIBCO SOFTWARE INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
88632Q 10 3
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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)
[X] 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 6 pages
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CUSIP No. 88632Q 10 3
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Vivek Ranadive
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) []
(b) [X] Not Applicable
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3. SEC Use Only
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4. Citizenship or Place of Organization USA
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Number of Shares 5. Sole Voting Power 2,901,915*
Bene-ficially --------------------------------------------------------
6. Shared Voting Power 1,800,000**
Owned by Each --------------------------------------------------------
7. Sole Dispositive Power 2,901,915*
Reporting --------------------------------------------------------
8. Shared Dispositive Power 1,800,000**
Person With:
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9. Amount Beneficially Owned by Each Reporting Person 4,701,915***
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) []
11. Percent of Class Represented by Amount in Row (9) 7.78 %
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12. Type of Reporting Person (See Instructions) IN
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*Consists of 516,666 shares owned by Vivek Ranadive as of 12/31/99 and 2,385,249
shares beneficially owned pursuant to stock options exercisable within 60 days
of 12/31/99. Mr. Ranadive beneifically owns, but does not have voting or
dispositive power, over exercisable options to purchase an aggregate of
1,800,000 shares which have been irrevocably transferred to the Anjali Dea
Ranadive Trust, the Aneel Ryan Ranadive Trust, the Andre Vivek Ranadive Trust
and the Ranadive Family Generation-Skipping Trust.
**Consists of an aggregate of 1,800,000 shares which have been irrevocably
transferred to the following trusts, of which Mr. Ranadive is a co-trustee:
100,000 shares owned by the Anjali Dea Ranadive Trust, 100,000 shares owned by
the Aneel Ryan Ranadive Trust, 100,000 shares owned by the Andre Vivek Ranadive
Trust and 1,500,000 shares owned by the Ranadive Family Generation-Skipping
Trust.
***Consists of 516,666 shares owned by Mr. Ranadive as of 12/31/99 and 4,185,249
shares beneficially owned pursuant to stock options exercisable within 60 days
of 12/31/99 (2,385,249 of which are registered in the name of Vivek Ranadive
and an aggregate of 1,800,000 shares which have been transferred to the Anjali
Dea Ranadive Trust, the Aneel Ryan Ranadive Trust, the Andre Vivek Ranadive
Trust and the Ranadive Family Generation-Skipping Trust).
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Page 2 of 6 pages
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Item 1.
(a) Name of Issuer: TIBCO Software Inc.
(b) Address of Issuer's Principal Executive Offices:
3165 Porter Drive
Palo Alto, CA 94304
Item 2.
(a) Name of Person Filing: Vivek Ranadive
(b) Address of Principal Business Office or, if none, Residence:
c/o TIBCO Software Inc.
3165 Porter Drive
Palo Alto, CA 94304
(c) Citizenship: USA
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 88632Q 10 3
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 :
(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) [] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [] An investment advisor in accordance with
(S)240.13d-1(b)(1)(ii)(E);
Page 3 of 6 pages
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(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)(1)(ii)(G);
(h) [] A savings associations 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).
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 of beneficially owned: 4,701,915***
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(b) Percent of class: 7.78%
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote. 2,901,915*
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(ii) Shared power to vote or to direct the vote. 1,800,000**
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(iii) Sole power to dispose or to direct the disposition of .
2,901,915*
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(iv) Shared power to dispose or to direct the disposition of.
1,800,000**
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*Consists of 516,666 shares owned by Vivek Ranadive as of 12/31/99 and
2,385,249 shares beneficially owned pursuant to stock options exercisable within
60 days of 12/31/99. Mr. Ranadive disclaims beneficial ownership of exercisable
options to purchase an aggregate of 1,800,000 shares which have been irrevocably
transferred to the Anjali Dea Ranadive Trust, the Aneel Ryan Ranadive Trust, the
Andre Vivek Ranadive Trust and the Ranadive Family Generation-Skipping Trust.
**Consists of an aggregate of 1,800,000 shares which have been transferred to
the following trusts, of which Mr. Ranadive is a co-trustee: 100,000 shares
owned by the Anjali Dea Ranadive Trust, 100,000 shares owned by the Aneel Ryan
Ranadive Trust, 100,000 shares owned by the Andre Vivek Ranadive Trust and
1,500,000 shares owned by the Ranadive Family Generation-Skipping Trust.
***Consists of 516,666 shares owned by Mr. Ranadive as of 12/31/99 and an
aggregate of 4,185,249 shares beneficially owned pursuant to stock options
exercisable within 60 days of 12/31/99 (2,385,249 of which are registered in the
name of Vivek Ranadive and an aggregate of 1,800,000 shares which have been
transferred to the Anjali Dea Ranadive Trust, the Aneel Ryan Ranadive Trust, the
Andre Vivek Ranadive Trust and the Ranadive Family Generation-Skipping Trust).
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
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Page 4 of 6 pages
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule 13d-
1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-
1(d), attach an exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to (S)240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to (S)240.13d-1(c) or (S)240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Item 10. Certification
(a) The following certification shall be included if the statement
is filed pursuant to (S)240.13d-1(b):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and 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.
(b) The following certification shall be included if the statement
is filed pursuant to (S)240.13d-1(c):
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.
Page 5 of 6 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set in this statement is true, complete and
correct.
February 11, 2000
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Date
/s/ Vivek Ranadive
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Signature
Vivek Ranadive,President and Chief Executive Officer
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
Page 6 of 6 pages
