Edgar Filing: NETSUITE INC

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â David Ferris Ellison Trust

2. Date of Event Requiring Statement (Month/Day/Year)
12/19/2007

3. Issuer Name and Ticker or Trading Symbol
NETSUITE INC [N]

(Last)

(First)

(Middle)

101 YGNACIO VALLEY ROAD,Â SUITE 310

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 Original Filed(Month/Day/Year)

(Street)

WALNUT CREEK,Â CAÂ 94596

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	450,000	$ ⁽¹⁾	D ⁽²⁾ ⁽⁴⁾	Â
Series F Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	2,502,923	$ ⁽¹⁾	D ⁽²⁾ ⁽⁴⁾	Â
Series H Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	485,436	$ ⁽¹⁾	D ⁽²⁾ ⁽⁴⁾	Â
Series A Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	450,000	$ ⁽¹⁾	D ⁽³⁾ ⁽⁴⁾	Â
Series F Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	2,502,923	$ ⁽¹⁾	D ⁽³⁾ ⁽⁴⁾	Â
Series H Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	485,436	$ ⁽¹⁾	D ⁽³⁾ ⁽⁴⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
David Ferris Ellison Trust 101 YGNACIO VALLEY ROAD SUITE 310 WALNUT CREEK,Â CAÂ 94596	Â	Â X	Â	Â
Margaret Elizabeth Ellison Trust 101 YGNACIO VALLEY ROAD SUITE 310 WALNUT CREEK,Â CAÂ 94596	Â	Â X	Â	Â
SIMON PHILIP B 101 YGNACIO VALLEY ROAD SUITE 310 WALNUT CREEK,Â CAÂ 94596	Â	Â X	Â	Â
LUCAS DONALD L 101 YGNACIO VALLEY ROAD SUITE 310 WALNUT CREEK,Â CAÂ 94596	Â	Â X	Â	Â

Signatures

Philip B. Simon and Donald B. Lucas, Co-Trustees of the David Ferris Ellison Trust		03/31/2008
^**Signature of Reporting Person		Date
Philip B. Simon and Donald L. Lucas, Co-Trustees of the Margaret Elizabeth Ellison Trust		03/31/2008
^**Signature of Reporting Person		Date
Philip B. Simon		03/31/2008
^**Signature of Reporting Person		Date
Donald L. Lucas		03/31/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Each series of Preferred Stock is convertible into Common Stock automatically upon the consummation of the Issuer's initial public offering. As provided in the Issuer's Certificate of Incorporation at the time of effectiveness of its initial public offering, the ratio for conversion of the Series A Preferred Stock and the Series H Preferred Stock to Common Stock was 1:1, and the ratio for conversion of the Series F Preferred Stock to Common Stock was 1:1.786783.
(2)	Shares are held directly by the David Ferris Ellison Trust, as follows: 450,000 shares of Series A Preferred Stock, 2,123,500 shares of Series F Preferred Stock; 485,436 shares of Series H Preferred Stock.
(3)	Shares are held directly by the Margaret Elizabeth Ellison Trust, as follows: 450,000 shares of Series A Preferred Stock, 2,123,500 shares of Series F Preferred Stock; 485,436 shares of Series H Preferred Stock.
(4)	Philip B. Simon and Donald L. Lucas are co-trustees of the David Ferris Ellison Trust and of the Margaret Elizabeth Ellison Trust. As co-trustees, Mr. Simon and Mr. Lucas share voting and dispositive power over the shares held by the two trusts, equivalent in the aggregate to 6,876,718 shares of Common Stock of the Issuer. Neither Mr. Simon nor Mr. Lucas has any pecuniary interest in any of the shares of the Issuer held by the two trusts.
Â Remarks: AllÂ ofÂ theÂ filingÂ personsÂ disclaimÂ beneficialÂ ownershipÂ ofÂ anyÂ sharesÂ ofÂ theÂ Issuer'sÂ capitalÂ stock,Â exceptÂ toÂ theÂ extentÂ ofÂ theirÂ pecuniaryÂ interest.Â Â AllÂ ofÂ theÂ filingÂ personsÂ disclaimÂ thatÂ theyÂ areÂ aÂ "group"Â forÂ purposesÂ ofÂ RegulationÂ 13D.

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