<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
THE VANTIVE CORPORATION
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
922091-10-3
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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).
Page 1 of 5 pages
<PAGE> 2
CUSIP No. 922091-10-3 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John R. Luongo
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
N/A (b)[ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,634,500
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
1,634,500
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,634,500
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
[ ] N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
12 TYPE OF REPORTING PERSON*
IN
SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 Pages
<PAGE> 3
Page 3 of 5 Pages
Item 1(a) Name of Issuer:
The Vantive Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
2455 Augustine Drive
Santa Clara, CA 95054
Item 2(a) Name of Person Filing:
John R. Luongo
Item 2(b) Address of Principal Business Office:
The Vantive Corporation
2455 Augustine Drive
Santa Clara, CA 95054
Item 2(c) Citizenship:
The filing person is a citizen of the United States
of America.
Item 2(d) Title of Class of Securities:
Common Stock, $0.001 par value
Item 2(e) CUSIP Number:
922091-10-3
Item 3 Type of Person:
Not Applicable
Item 4 Ownership (at December 31, 1996):
- ------
(a) Amount owned "beneficially" within the
meaning of rule 13d-3: 1,634,500 shares;
includes 150,000 shares which are subject to
purchase within 60 days of December 31, 1996
pursuant to the exercise of stock options.
<PAGE> 4
Page 4 of 5 Pages
(b) Percent of class: 6.8%, based on 24,122,851
shares outstanding on November 4, 1996, per
the Company's Report on Form 10-Q for
quarter ended September 30, 1996.
(c) Number of shares as to which such person
has:
(i) sole power to vote or to direct the
vote: 1,634,500 shares
(ii) shared power to vote or to direct
the vote: 0
(iii) sole power to dispose or to direct
the disposition of: 1,634,500
shares
(iv) shared power to dispose or to
direct disposition of: 0
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
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 Group:
Not Applicable
Item 10 Certification:
Not Applicable
<PAGE> 5
Page 5 of 5 Pages
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.
Date: February 10, 1997
/s/ John R. Luongo
-------------------------
John R. Luongo
