7137 'it it <<-135 Return Of PriVate Foundation OMB No 1545-0052 Form 990-PF or Section 494? Nonexen|1:pt Charitable Trust Treate as a Private oundation 1 1 Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements. For caiendar yea?2011 or tax year beginning and ending Name of foundation A Employer identification number THE STUDENTS FIRST FOUNDATION 27-3816952 Number and street (or 0 box number if mail is not delivered to street address) Room/suite Telephone number 325 SHARON PARK DRIVE 521 City or town, state. and ZIP code MENLO PARK, CA 94025 If exemption application is pending. check here Check all that apply: Initial return Initial return of a former public charity 1. Foreign organizations, check here Final return :1 Amended return 85%! I Address change Name change 2. ?5 Check type of organization: Section 501(c)(3) exempt private foundation Section 4947(a)(1) trust Other taxable private foundation I Fair market value of all assets atend of year Accounting method: Cash Accrual (from Part ii, cor. iine 16) Other (Specify) 5 2 4 3 3 (Part 1, column must be on cash basis Anal sis of Revenue and Expenses (cash basis only) Contributions, gifts, grants, etc., received Check I: itthe foundation is not required to attach Interest on savings and temporary cash investments 4 Dividends and interest from securities 2 . 2 . 5a Gross rents [1 Net rental income or (loss) If private toundation status was terminated under section check here If the foundation is in a 60-month termination under section check here STATEMENT 2 63 Net gain or (loss) from sale of assets not on line Capital gain net income (from Part IV, line Net short-term capital gain 9 Income modifications Gross sales less returns 10 and allowances Revenue It Less Cost of goods sold Gross profit or (loss) 11 Other income 12 Total.Add|ines1through11 447,455. 10,317. 13 Compensation of officers, directors. trusteesOther employee salaries and wages 15 Pension plans, employee benefits 16aLegaIfees STMT 3 4,243. 4,243. Accountingfees STMT Other DTOTGSSIOTTI fees Interest Taxes 53] Depreciation and i'fip'letiori'\UG 2 4 Occupancy Travel, conferences, and me Q5 I Printing and pubiieationsb Otherexpenses STMT 5 980,797. 13,820. 966,977. Total operating and administrative expenses.AddIines13through23 986,436. 19,459. 966,977. Contributions, gifts, grants paid 0 . 0 . Total expenses and disbursements. Addlines24and25 986.436. 19.459. 966,977. 27 Subtract line 26 from line 12: a Excess of revenue over expenses and disbursements 5 3 8 L9 8 1 Net investment income Gt negative. enter -0-) 0 . Adjusted net income or negative. enter -0-) A 123501 I Operating and Administrative Expenses IN) 01 12.02.11 LHA For Paperwork Reduction Act Notice, see instructions. Form 990-PF (2011) A Form 990-PF (2011) THE STUDENTS FIRST FOUNDATION 27--3816952 Patle2 Attached schedules and amounts in the description Part Balance Sheets column should only Beginning of year End of year Book Value Book Value Fair Market Value 1' Cash - non-interest-bearing 2 Savings and temporary cash investments 3 Accounts receivab|e> Less: allowance for doubtful accounts 118.550. 100. 100. 52.333. 52.333. 4 Pledges receivable Less: allowance for doubtful accounts 5 Grants receivable 6 Receivables due from officers, directors, trustees, and other disqualified persons 7 Otliernotes and Ioansreceivable Less: allowance for doubtful accounts 8 Inventories for sale or use 9 Prepaid expenses and deferred charges 10a Investments - U.S. and state government obligations Investments - corporate stock Investments - corporate bonds 11 Investments -land.buildings. and equipment basis Less accumulated depreciation Investments - mortgage loans Investments - other Land, buildings, and equipment: basis Assets Less accumulated depreciabon .5 Other assets (describe Total assets (to be completed by all filers) 118.650. 52.433. smas. Accounts payable and accrued expenses Grants payable Deferred revenue Loans from officers, directors, trustees, and othe: disqualified persons Mortgages and other notes payable Other liabilities (describe Liabilities P0 I9 I9 IN) .--I- --L --I- on I9 --L to Total liabilities (add lines 17 through 22) 472.764. 472.764. and complete lines 24 through 26 and lines 30 and 31. Unrestricted Temporarily restricted Permanently restricted IUINDIND and complete lines 27 through 31. Capital stock, trust principal, or current funds Paid-in or capital surplus, or land, bldg., and equipment fund Net Assets or Fund Balances Oi) IO IN) I\'l 5 Total net assets or fund balances 31 Total liabilities and net assetslfund balances Foundations that follow SFAS 11?, check here I: Foundations thatdo notfollowSFAS117. check here [El 0. OI OI 0. Retained earnings, accumulated income, endowment, or other funds 118.650. <420,33l. 118,650. <420,331. 118.650. 524333. STATEMENT 7 part in Analysis of Changes in Net Assets or Fund Balances 1 Total net assets or fund balances at beginning of year - Part II, column line 30 (must agree with end-of-year figure reported on prior year's returnEnter amount from Part I, line 27a Other increases not included in line 2 (itemizeDecreases not included in line 2 (itemize) 5 0 6 Total net assets or fund balances at end of year (line 4 minus line 5) - Part II, column line 123511 12-02-11 Form 990-PF (2011) Form 990-PF 1201' 1) THE STUDENTS FIRST FOUNDATION Page 3 Part IV Capital Gains and Losses for Tax on Investment Income List and describe the kind(s) of property sold real estate, (cg Date acquired N) Date 501d - 2-story brick warehouse; or common stock, 200 shs. MLC Co.) 0 - Donamn 1110->> day>> W-l d3Y- 1a 41 LOWES 07/25/77 12120111 I) 8 NETFLIX 12/27/11 12120/11 15 GOOGLE 03/22/07 12130/11 Depreciation allowed Cost or other basis Gain or (loss) Gross sales mm (or allowable) plus expense of sale plus (1) minus a 1,027. 9. 1.018915800 817500 Complete only for assets showing gain in column and owned by the foundation on 12/31/69 Gains (Jam minus Adjusted basis Excess of col. I mi ''955 ma" F-M-V- 35 0' 1331/59 has of 12/31/59 (o)ver col. (1), if angain, also enter in Part I, line 7 2 Capital gain net income or (net capital loss) If (loss), enter -0- in Part I, line Net short-term capital gain or (loss) as defined in sections 1222(5) and (6): If gain, also enter in Part I, line 8, column If loss enter -0- in Partl line 8 3 A Part I Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income (For optional use by domestic private foundations subiecl to the section 4940(a) tax on net investment income.) If section 4940(d)(2) applies, leave this part blank. Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? 1: Yes No If "Yes,' the foundation does not qualify under section 4940(e). Do not complete this part. 1 Enter the appropriate amount in each column for each year; see instructions before making any entries. Base pe(raic))d years (D) (G) ratio Calendar year (or tax year beg,nn,ng m) Adjusted qualifying distributions Net value of noncharitable--use assets (COL dmded by 2010 1,350. 9,740. .138604 2009 2008 2007 2006 2 Total of line 1, column Average distribution ratio for the 5-year base period - divide the total on line 2 by 5, or by the number of years the foundation has been in existence it less than 5 years Enter the net value of noncharitable--use assets for 2011 from Part X, line Multiply line 4 byline 3 5 3 248 . 6 Enter 1% of net investment income of Part I, line 27b) 6 0 . 7 Addlines5and6 7 3,248. 8 Enter qualifying distributions from Part XII, line line 8 is equal to or greater than line 7, check the box in Partvl, line 1b. and complete that part using a 1% tax rate. See the Part VI instructions. 123521 12-02-11 Form 990--PF (2011) Form 990-PF 2011 THE STUDENTS FIRST FOUNDATION Part VI I Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948 - see instructions) 1a Exempt operating foundations described in section 4940(d)(2). check here I: and enter on line 1. Date of ruling or determination letter: (attach copy of letter if necessary-see instructions) Domestic foundations that meet the section 4940(e) requirements in Part V, check here [El and enter 1% 1 0 . of Part 1, line 27b All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, cal. Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Dthers enter -0-) Add lines 1 and 2 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- Credits/Payments: a 2011 estimated tax payments and 2010 overpayment credited to 2011 Exempt foreign organizations - tax at source Tax paid with application for extension of time to file (Form 8868) Backup withholding erroneously withheld 7 Total credits and payments. Add lines 6a through Bd 8 Enter any penalty for underpayment of estimated tax. Check here I: if Form 2220 is attached 9 Tax due. If the total of lines 5 and Bis more than line 7, enter amount owed 10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid 11 Enter the amount of line 10 to be: Credited to 2012 estimated tax lltelunded Part VII-A Statements Regarding Activities 1a During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in YES NO any political campaign? Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see instructions for definition)? If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials published or distributed by the foundation in connection with the activities Did the foundation file Form 1120-POL for this year? to Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year: (1) 0n the foundation. 0 . (2) 0n foundation managers. 0 . Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed on foundation managers. 0 . 2 Has the foundation engaged in any activities that have not previously been reported to the 2 If "Yes, attach a detailed description of the activities. 3 Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles of incorporation, or r.n.c-oars: OSOIODOI :3coao-i 0 MN bylaws, or other similar instruments'? If "Ya, attach a conformed copy of the changes 3 4a Did the foundation have unrelated business gross income of $1,000 or more during the year? 4a If "Yes," has it filed a tax return on Form 990-1 for this year? A 4b 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? 5 If 'Yes, attach the statement required by General T. 6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either: 0 By language in the governing instrument, or 0 By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the state law remain in the governing instrument? 6 7 Did the foundation have at least $5,000 in assets at any time during the year? 7 If 'Yes, complete Part II, col. and Part V. 8a Enter the states to which the foundation reports or with which it is registered (see instructions) CA If the answer is 'Yes' to line Y, has the foundation furnished a copy of Form 990-PF to the Attorney General (or designate) of each state as required by General Instruction If 'No, attach explanation 8b 9 Is the foundation claiming status as a private operating foundation within the meaning of section 4942(i)(3) or 4942(i)(5) for calendar year 2011 or the taxable year beginning in 2011 (see instructions for Part If 'Yes, complete Part XIV 9 10 Did any persons become substantial contributors during the tax year? If we i attach a schedule listing their names and addresses STMT 8 10 Form 990-PF (2011) 123531 12-02-11 Form THE STUDENTS FIRST FOUNDATION Wart VII-A (Statements Regarding Activities (continued) 27-3816952 Page 5 11 At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the meaning of section lt'Yes,' attach schedule (see instructions) 12 Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had advisory privileges'? If "Yes," attach statement (see instructions) 13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? Website address A 14 The books are in care of THE FOUNDATION Telephone no.D Located at 3 2 5 SHARON PARK DRIVE MENLO PARK CA 15 Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 - Check here and enter the amount of tax-exempt interest received or accrued during the year >l:l 16 At any time during calendar year 201 1, did the foundation have an interest in or a signature or other authority over a bank, securities, or other financial account in a foreign country? See the instructions for exceptions and filing requirements for Form TD 90-22.1. If "Yes," enter the name of the foreign country 16 Yes No [Part VII-B Statements Regarding Activities for Which Form 4720 May Be Required File Form 4720 if any item is checked in the "Yes" column, unless an exception applies. ta During the year did the foundation (either directly or indirectly): (1) Engage in the sale or exchange, or leasing of property with a disqualified person? (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person? Furnish goods, services, or facilities to (or accept them from) a disqualified person'? Pay compensation to, or pay or reimburse the expenses of, a disqualified person'? Transfer any income or assets to a disqualified person (or make any of either available for the benefit or use of a disqualified person)? Agree to pay money or property to a government official? (Exception. Check 'No' if the foundation agreed to make a grant to or to employ the official fora period after termination of government service, if terminating within 90 days.) If any answer is "Yes" to did any of the acts fail to qualify under the exceptions described in Regulations section or in a current notice regarding disaster assistance (see instructions)? Organizations relying on a current notice regarding disaster assistance check here Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts, that were not corrected before the first day of the tax year beginning in 2011? 2 Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private operating foundation defined in section 4942())(tax year 2011, did the foundation have any undistributed income (lines 6d and 6e, Part for tax year(s) beginning before 2011? Yes [Kl No If "Yes,' list the years Are there any years listed in 2a for which the foundation IS not applying the provisions of section 4942(a)(2) (relating to incorrect valuation of assets) to the year's undistributed income'? (If applying section 4942(a)(2) to all years listed, answer 'No' and attach statement - see instructions.) If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here. . . 3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time during the year'? 1:1 Yes 111 No If 'Yes,' did it have excess business holdings in 2011 as a result of (1) any purchase by the foundation or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3) the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine if the foundation had excess business holdings in 201 1.) 4a Did the foundation invest during the year any amount in a manner that would |eopardize its charitable purposes'? Did the foundation make any investment in a prior year (but after December 31, 1969) that could ieopardize its charitable purpose that had not been removed from ieopardy before the first day of the year beginning in 2011'? 1:1Yes Ellie [Ewe 1:1No 1:1Yes Ellie 1:1Yes 1:1Yes 1:1 No 0'3 up mesa--Form 990-PF (2011) 123541 12-O2-11 I aau-ri icui ii LPart .Vll-B Statements Regarding Activities for which Form 4720 May Be Required (continued) DLULJEILVLD at 5a During the year did the foundation pay or incur any amount to: (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? Yes IE No (2) Influence the outcome of any specific public election (see section 4955); or to carry on, directly or indirectly, any voter registration drive? Yes (3) Provide a grant to an individual for travel, study, or other similar purposes? :1 Yes No (4) Provide a grant to an organization other than a charitable, etc., organization described in section 509(a)( 1), (2), or (3), or section 494o(a)(2)? Yes No (5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals? I: Yes No If any answer is "Yes" to did any of the transactions fail to qualify under the exceptions described in Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? A Organizations relying on a current notice regarding disaster assistance check here If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the tax because it maintained expenditure responsibility for the grant? A Yes I: No If "Yes, attach the statement required by Regulations section 6a Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? I: Yes No Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract'? If "Yes" to 61:, file Form 88 70. Ta At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? I: Yes No If "Yes," did the foundation receive any proceeds or have any net income attributable to the transaction? A Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors 1 List all officers, directors, trustees, foundation managers and their compensation. ta) Name and address Ed 0 position enter -0-) coinnensabon allowances DAVID WELCH DIRECTOR AND CEO 3 2 5 SHARON PARK DRIVE MENLO PARK. CA 94025 2.00 0. 0. TED SCHLEIN DIRECTOR AND CFO 3 2 5 SHARON PARK DRIVE MENLO PARK, CA 94025 2.00 0. 0. AJIT SHAH SECRETARY 3 2 5 SHARON PARK DRIVE MENLO PARK, CA 94025 2.00 0. 0. 2 Compensation of five highest-paid employees (other than those included on line 1). If none, enter ubon Name and address of each employee paid more than $50,000 evgrliage Compensation atfitfifi devoted position compensation allowances NONE Total number of other employees paid over $50,000 . I 0 Form 990-PF (2011) 123551 12-O2-11 THE STUDENTS FIRST FOUNDATION Part Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors (continued) 27--3816952 Page 7 3 Five highest-paid independent contractors for professional services. If none, enter Name and address of each person paid more than $50,000 Type of service Compensation QUINN EMANUEL - 865 FIGUEROA ST, 10TH FLOOR, LOS ANGELES. CA 90017 LITIGATION 515.919. GRIFFIN SCHAKE CONSULTING, INC - WILSHIRE BLVD, STE 400, 9171 BEVERLY HILLS, CA PUBLIC RELATIONS 451.058. Total number of others receiving over $50,000 for professional services I Part Summary of Direct Charitable Activities List the foundation's four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses 1 I Part IX-B I Summary of Program-Related Investments Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount 1 All other program-related investments. See instructions. 3 Total. Add lines 1 through 3 123561 12-02-11 0 . Form 990-PF (2011) Form THE STUDENTS FIRST FOUNDATION 27--3816952 P8088 Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions) 1 Fair market value of assets not used (or held for use) directly in carrying outcharitabte, etc., purposes: a Average fair market value of securities 1a 0 . Average of cash balances 1b 2 3 J18 8 . Fair market value of all other assets 1c (1 Total (add iines 1aReduction claimed for blockage or other factors reported on lines 1a and 1c (attach detailed explanationAcquisition indebtedness applicable to line 1 assets 2 0 . 3 Subtract line 2 from line Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see instructionsNet value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line Minimum investment return. Enter 5% of line Distributable Amount (see instructions) (Section 4942(i)(3) and private operating foundations and certain foreign organizations check here and do not complete this part.) 1 Minimum investment return from Part X, line investment income for 2011 from Part VI, line 5 2a Income tax for 2011. (This does not include the tax from Part VI.) 21) Add lines Distributable amount before adrustments. Subtract line 2c from line Recoveries of amounts treated as qualifying distributions 4 0 . 5 AddIines3and4 5 1,172. 6 Deduction from distributable amount (see instructions) 6 0 . 7 Distributable amount as adiusted. Subtract line 6 from line 5. Enter here and on line 1 7 1 1 7 Qualifying Distributions (see instructions) 1 Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes: a Expenses, contributions, gifts, etc. - total from Part 1, column line Program--related investments - total from Part IX-B 1b 0 . 2 Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc., purposes 2 3 Amounts set aside for specific charitable projects that satisfy the: a Suitability test (prior IRS approval required) 3a Cash distribution test (attach the required schedule) 3b 4 Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part line Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment income. Enter 1% of Part I, line 27b 5 0 . 6 Adjusted qualifying distributions. Subtract line 5 from line Note. The amount on line 6 will be used in Part V, column In subsequent years when calculating whether the foundation qualrfies for the section 4940(e) reduction of tax in those years. Form 990-PF (2011) 123571 12-O2-11 Form 990-PF (2011) Part Undistributed Income (see instructions) THE STUDENTS FIRST FOUNDATION 27-3816952 Paoe9 la) Corpus lb) Years prior to 2010 lo) 2010 2011 1 Distributable amount for 2011 from Part XI, line 7 1,172. 2 Undistributed income, if any, as of the end 012011 a Enter amount for 2010 only in Total for prior years: 3 Excess distributions carryover, if any, to 2011: a From 2006 From 2007 From 2008 From 2009 eFrom 2010 863 . Total of lines 3a through 863. 4 Qualifying distributions tor 2011 from 966,977. a Applied to 2010, but not more than line 2a bApplied to undistributed income of prior years (Election required - see instructions) Treated as distributions out of corpus (Election required - see instructions) 00 Applied to 2011 distributable amount 1,172. Remaining amount distributed out of corpus 965,805. 5 Excess distributions carryover applied to 201 1 00 (If an amount appears in column the same amount must be shown in coiumn 6 Enterthe net total of each column as indicated below: 3 Corpus Add lines 31', 4c, and 49 Subtract line 5 966,668. Prior years' undistributed income. Subtract line 4b from line 2b Enter the amount of prior years' undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed Subtract line 6c from line 6b. Taxable amount - see instructions Undistributed income for 2010. Subtract line 4a from line 2a. Taxable amount -- see instr. 1 Undistributed income for 2011. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2012 7 Amounts treated as distributions out of corpus to satisty requirements imposed by section 170(b)(1)(F) or 4942(g)(3) 00 8 Excess distributions carryover from 2006 not applied on line 5 or line 7 0. 9 Excess distributions carryover to 2012. Subtract lines 7 and 8 from line Ba 966,668. 10 Analysis of line 9: a Excess from 2007 Excess from 2008 Excess from 2009 Excess from 2010 8 6 3 . eExcessfrom2011 965.805. 123.581 12-02-11 Form 990-PF (2011) Form THE STUDENTS FIRST FOUNDATION 27-3816952 Page 10 (Part XIV Private Operating Foundations (see instructions and Part VII-A, question 9) 1 a It the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling is effective for 2011, enter the date of the ruling Check box to indicate whether the foundation is a private operating foundation described in section El 4942(i)(3) or Cl 2 a Enter the lesser of the adjusted net Tax year 3 Yeats income from Part I or the minimum (3) 2011 tb) 2010 (0) 2009 (U) 2003 (9) investment return from Part for each year listed 85% of line 221 Qualifying distributions from Part XII, line 4 for each year listed Amounts included in line 2c not used directly for active conduct of exempt activities Qualifying distributions made directly for active conduct of exempt actwities. Subtract line 2d from line 2c 3 Complete 3a, b, or for the alternative test relied upon: a "Assets" alternative test - enter: (1) Value of all assets (2) Value of assets qualifying under section 4942(i)(3)(B)(0 "Endowment" alternative test - enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed "Support" alternative test - enter: (1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section or royalties) (2) Support from general public and 5 or more exempt organizations as provided in section 4942(i)(3)(B)(ii) (3) Largest amount of support from an exempt organization (4) Gross investment income Part XV Supplementary Information (Complete this part only if the foundation had $5,000 or more in assets at any time during the year-see instructions.) 1 Information Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any tax year (but only if they have contributed more than $5,000). (See section SEE STATEMENT 9 List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest. NONE 2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs Check here IE it the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d. a The name, address, and telephone number of the person to whom applications should be addressed: The form in which applications should be submitted and information and materials they should include: Any submission deadlines: Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors: 12aeo1 12-02-11 Form 990-PF (2011) 1 Form THE STUDENTS FIRST FOUNDATION Page 11 {Part XV Supplementary Information (continued) 3 Grants angi Contributions Paid During the Year or Approved for Future Payment Recipient If recipient is an individual, shovfv any; relationship to or Amoum a [0 US 0 Name and address (home or business) reclplem a Paid during the year NONE Total 3a 0 . [1 Approved for future payment NONE Total 3b 0 123611 12-02-11 11 Form 990-PF (2011)- Form99-0--PF(2011) THE STUDENTS FIRST FOUNDATION fi27-3816952 Page 12 Part XVI-A Analysis of lncome--Producing Activities Enter Gross amounts unless Otherwise md|cated_ Unrelated DUSIHESS IHCOTTIE Excluded by section 512. 513, or 514 Bu?lanless Related or exempt 1 Program service revenue: code 30:30 a Fees and contracts from government agencies 2 Membership dues and assessments 3 Interest on savings and temporary cash investments 4 Dividends and interest from securities 1 4 2 . 5 Net rental income or (loss) from real estate: a Debt-financed property Not debt--financed property 6 Net rental income or (loss) from personal property 7 Other investment income 8 Gain or (loss) from sales of assets other than inventory 1 8 5 2 . 9 Net income or (loss) from special events 10 Gross profit or (loss) from sales ol inventory 11 Other revenue: at 12 Subtotal. Add columns (d),and . 0 . 6 13 Total. Add line 12, columns and 13 6 (See worksheet in line 13 instructions to verify calculations.) Part XVI-B Relationship of Activities to the Accomplishment of Exempt Purposes Line No. Explain below how each activity for which income is reported in column of Part XVI-A contributed importantly to the accomplishment of the foundation's exempt purposes (other than by providing funds lor such purposes). - PR A I I Form 990-PF (2011) THE STUDENTS FIRST FOUNDATION 27-3816952 Page 13 I Part XVII I Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations 1 Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations'? a Transfers from the foundation to a noncharitable exempt organization of: (1) Cash (2) Other assets Other transactions: (1) Sales of assets to a noncharitable exempt organization (2) Purchases of assets from a noncharitable exempt organizatlon (3) Rental of facilities, equrpment, or other assets (4) Reimbursement arrangements (5) Loans or loan guarantees (6) Performance of services or membership or lundraisrng solicitations Sharing of facilities, equipment, other assets, or paid employees Yes No 1811) 1a(2) 1b(1) 1b(2) 1b(3) 11114) 1b(5) 11316) NM 16 If the answer to any of the above is "Yes," complete the following schedule. Column (ti) should always show the fair market value of the goods, other assets, or services given by the reporting foundatron. If the foundation received less than farr market value In any transaction or sharing arrangement, show in the value of the goods, other assets, or services received. Amount involved column (a)Line no Name of noncharitable exempt organization 2a Is the foundation directly or Indirectly affiliated with, or related to, one or more tax-exempt organizations described (11) Description of transfers, transactions, and sharing arrangements in section 501(0) of the Code (other than section 501(c)(3)) or in section 527? 1:1 Yes 13] No If 'Yes,' complete the following schedule. Name of organizatlon Type of organrzation of relationship A Sign Here CEO shown 1 es Signature of offlcer or trustee Dan! 1 Title Print/Type preparer's name Pr ar r's nature Date Check if PTIN fl sell- employed Paid PAUL A pomun 1 -I 07/31/12 P00031353 Preparer Firm's name MORGAN LEV FENANCIAL cone FirmUse Only FIrm's address 4000 MOORPARK AVENUE STE 118 SAN JOSE. CA 95117 Phoneno. 403-55fi_-5875 Form 990-PF (2011) 123622 12-02-11 11 Schedule Schedule of Contributors (Form 990. 990-EZ, Attach to Form 990, Form 990-EZ, or Form 990-PF. 1 1 Department of the Treasury Internal Revenue Service Name of the organization Employer identification number THE STUDENTS FIRST FOUNDATION . 21-3815952 Organization type (check one) Filers of: Section: Form 990 or 990-EZ Cl 501 (enter number) organization nonexempt charitable trust not treated as a private foundation 527 political organization Form 990-PF 501(c)(3) exempt pnvate foundation 4947(a)(1) nonexempt charitable trust treated as a private foundation DDEDD 501(c)(3) taxable private foundation Check if your organization IS covered by the General Rule or a Special Rule. Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions. General Rule IE For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more fin money or property) from any one contributor Complete Parts I and II Special Rules El For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33 1/3% support test of the regulations under sections 509(a)(1) and 170(b)(1)(A)(vD and received from any one contributor, during the year, a contribution of the greater of (1) $5,000 or (2) 2% of the amount on 6) Form 990, Part line 1h, or (ID Form 990-EZ, ine 1. Complete Parts I and II. I: For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contnbutor, dunng the year, total contnbutions of more than $1,000 for use exclusively for religious, charitable, scientific, literary, or educational purposes, or the prevention of cnielty to children or animals. Complete Parts I, II, and I: For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contnbutor, during the year, contributions for use exclusively for religious, chantable, etc., purposes, but these contnbutions did not total to more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, chantable, etc., purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more dunng the year. Caution. An organization that IS not covered by the General Rule and/or the Special Rules does not file Schedule (Form 990, 990-EZ, or 990-PF) but it must answer 'No' on Part IV, line 2, of its Form 990, or check the box on line of its Form 990-EZ or on Part I, line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule (Form 990, 990-EZ, or 990-PF) LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990, 990-EZ, or 990-PF. Schedule (Form 990, 990-E2, or 990-PF) (2011) 123451 01-23-12 Schedule (Form 990, 990-EZ, or Page 2 Name oi organization Employer identification number STUIIENTS FIRST FOUNDATION 27-3815952 Part I Contributors (see instructions). Use duplicate copies of Part I if additional space is needed. (3) lb) (0) No. Name, address, and ZIP 4 Total contributions Type of contribution 1 HEIDI AND DAVID WELCH Person Payroll 2 1 7 CAMINO AL LAGO Noncash (Complete Part II it there ATHERTON noncash contribution.) (8) (D) (C) No. Name, address, and ZIP 4 Total contributions Type of contribution 2 LINDA AND TED SCHLEIN Person Payroll :1 7 7 6 COTTON STREET Noncash (Complete Part II rf there MENLO ARK noncash contribution.) (3) lb) (0) No. Name. address, and ZIP 4 Total contributions Type of contribution 3 LI SA AND DAVID MOORING Person Payroll 13791 LA PALOMA RD 10,000. Noncash (Complete Part II if there LOS ALTOS HILLS noncash contnbution) (3) (C) NO. Name, address. and ZIP 4 Total contributions Type of contribution 4 DON SCIFRES -- PALO HILLS FOUNDATION Person Payroll I: 26700 PALO HILLS 10,000. Noncash (Complete Part II rf there L03 ALT03 HILLS noncash contribution.) (8) (C) No. Name, address, and ZIP 4 Total contributions Type of contribution 5 SHANNON AND THOMAS FALLON Person Payroll 95 PATRICIA LANE 15 000 . Noncash (Complete Part II if there ATHERTQN noncash contribution.) (3) lb) (0) Id) NO. Name. address, and ZIP 4 Total contributions Type of contribution 6 AMY AND JOHN BOYLE Person Payroll [3 541 FANITA WAY 5,000. Noncash I: MENLO PARK: QIA 94025 (Complete Part II if there is a noncash contnbution.) 123452 01-23-12 Schedule 8 (Form 990, 990-EZ. or 990-PF) (2011) Schedule (Form 990. 990-EZ, Or Page 2 Name of organization Employer identification number STUI5ENTS FIRST FOUNDATION 27-3816952 Part I Contributors (see instructions) Use duplicate copies of Part I if additional space IS needed. la) lb) (cl Id) No. Name, address. and ZIP 4 Total contributions Type of contribution 7 SUSAN VALERI OTE AND KENNETH GOLDMAN Person IEI Payroll 441 WALSH ROAD 5, 000 . Noncash Cl (Complete Part II if there ATHERTQN noncash contribution) la) No. Name, address, and ZIP 4 Total contributions Type of contribution 3 TENCH COXE Person LE Payroll I: 755 PAGE MILL ROAD, SUITE A--200 25.000. Noncash (Complete Part II if there PALQ ALTO noncash contribution.) (bl (C) No. Name, address, and ZIP 4 Total contributions Type of contribution 9 JAMES PETER WI SHLOH WAGNER Person Payroll 1 ORCHARD HILLS ROAD .10 077 . Noncash (Complete Part II if there ATHERTQN noncash contribution) lb) (C) Id) No. Name, address, and ZIP 4 Total contributions Type of contribution Person Ci Payroll Noncash (Complete Part II If there IS a noncash contribution) la) (bl (cl No. Name, address, and ZIP 4 Total contributions Type of contribution Person '3 Payroll Noncash (Complete Part II if there is a noncash contnbution.) la) (C) Id) No. Name, address, and ZIP 4 Total contributions Type of contribution Person 1: Payroll Noncash 123452 01-23-12 16 (Complete Part II if there is a noncash contnbution) Schedule (Form 990, 990-EZ, or 990-PF) (2011) Schedule (Form 990, 990-EZ. or Name of organization THE STUDENTS FIRST FOUNDATION Part II Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed. Page 3 Employer identification number 27--3816952 ta) (6) No. . from Description of noncash property given FMV or Date received (see instructions) Part I 8 SHS 1 5 SHS GOOGLE 9 10,077. 12[27[11 No. . FMV st . from Description of noncash property given (see Date received Part from Description of noncash property given (see Date received Part I No. . FMV st . from Description of noncash property given (see Date received Part I No. . FMV st from Description of noncash property given (see Date received Part I No. FMV st. lt;r:rrtrIl Description of noncash property given (see Date received 123453 01-23-12 17 Schedule (Form 990, 990-EZ, or 990-PF) (2011) Schedule (Form 990, 990-EZ, or Name of organization TPHE HSITUDENTS FIRST FOUNDATION art Page 4 Employer identification number 27-3816952 Ti Exclusively religious, charitable. etc., individual contributions to section 501(c)(7), (8), or (103 organizations that total more than $1,000 for the year. Complete columns through and the following line entry. For organizations completing art Ill, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the once) Use duplicate copies of Part Ill if additional space is needed. No. Purpose of gift Use of gift Description of how gift is held ar Transfer of gift Transferee's name, address, and ZIP 4 Relationship of transferor to transferee No. Purpose of gift Use of gift Description of how gift is held a Transfer of gift Transferee's name, address, and ZIP 4 Relationship of transferor to transferee No. '1;f0rtn| Purpose of gift Use of gift Description of how gift is held ar Transfer of gift Transferee's name, address. and ZIP 4 Relationship of transferor to transferee No. Purpose of gift Use of gift Description of how gift is held a Transfer of gift Transferee's name. address. and ZIP 4 Relationship of transferor to transferee 123454 01-23-12 18 Schedule (Form 990, 990-EZ, or 990-PF) (2011) 990-PF GAIN OR (LOSS) FROM SALE OF ASSETS STATEMENT 1 (A) MANNER DATE JESCRIPTION OF PROPERTY ACQUIRED ACQUIRED DATE SOLD ll LOWES DONATED 07/25/77 12/20/11 (B) (C) (D) (E) (F) GROSS VALUE AT EXPENSE OF SALES PRICE TIME OF ACQ. SALE DEPREC. GAIN OR LOSS 1,027. 1,015. 0. 0. 12. (A) MANNER DATE DESCRIPTION OF PROPERTY ACQUIRED ACQUIRED DATE SOLD 3 NETFLIX DONATED 12/27/11 12/20/11 (B) (C) (D) (E) (F) GROSS VALUE AT EXPENSE OF SALES PRICE TIME OF ACQ. SALE DEPREC. GAIN OR LOSS 547. 588. 0. 0. (A) MANNER DATE DESCRIPTION OF PROPERTY ACQUIRED ACQUIRED DATE SOLD L5 GOOGLE DONATED 03/22/07 12/30/11 (B) (C) (D) (E) (F) GROSS VALUE AT EXPENSE OF SALES PRICE TIME OF ACQ. SALE DEPREC. GAIN OR LOSS 9.580. 9,489. 0. 0. 91. GAINS DIVIDENDS FROM PART IV 0. POTAL TO FORM 990-PF, PART 1, LINE 6A 62. 19 1 kid.' roan 990-95 DIVIDENDS AND INTEREST FROM SECURITIES (I STATEMENT 2 CAPITAL GAINS COLUMN (A) SOURCE GROSS AMOUNT DIVIDENDS AMOUNT EHARLES SCHWAB 2. 0. 2. TOTAL TO FM 990--PF, PART I, LN 4 2. 0. 2. 990-PF LEGAL FEES STATEMENT 3 (A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE PER BOOKS MENT INCOME NET INCOME PURPOSES .EGAL FEES 4,243. 4,24315A 4,243. 4,243. 0. 990-PF ACCOUNTING FEES STATEMENT 4 (A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE PER BOOKS MENT INCOME NET INCOME PURPOSES TAX AND ACCOUNTING FEES 1,000. 1.000. 0. TO FORM 990--PF, PG 1, LN 16B 1,000. 1,000. 0. 990-PF OTHER EXPENSES STATEMENT 5 (A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE PER BOOKS MENT INCOME NET INCOME PURPOSES LDMINSITRATIVE EXPENSES 838. 838. 0. IREDIT CARD FEES 22. 22. 0. IAILBOX FEES 330. 330. 0. EVENT EXPENSES 12,285. 12.285. 0. IEALS AND ENTERTAINMENT 345. 345. 0. KESEARCH 515.919. 0. 515,919. EDUCATION 451,058. 0. 451,058. TO FORM 990-PF, PG 1, LN 23 980,797. 13,820. 955,977. 20 2 '1 A .Ll.l.J.'l FOOTNOTES IXCEPTION TO FILING FORM 4720 DAVID WELCH, A DISQUALIFIED PERSON, PAID IERTAIN EXPENSES OF THE FOUNDATION. THESE ARE TREATED AS LOANS TO THE AND WILL BE REPAID TO MR. WELCH IHEN THE FOUNDATION HAS SUFFICIENT FUNDS SINCE THESE LOANS ARE BEING TO THE FOUNDATION WITHOUT ANY INTEREST JR OTHER CHARGES, THEY QUALIFY UNDER AN EXCEPTION TO THE SELF--DEALING RULES. AND 4720 IS NOT REQUIRED TO BE FILED. 21 STATEMENT 5 STATEMENTIS) 6 'flu hi I a 4 son.- 5 990-RF LOANS PAYABLE TO ETC. STATEMENT 7 NAME AND TITLE WELCH, DIRECTOR AND CEO IATE OF MATURITY INTEREST NOTE DATE RATE TERMS OF REPAYMENT .00% ON DEMAND PROVIDED BY BORROWER PURPOSE OF LOAN COVER FOUNDATION EXPENSES FMV OF ORIGINAL DESCRIPTION OF CONSIDERATION CONSIDERATION LOAN AMOUNT BALANCE DUE 0. 0. 472,764. VOTAL TO FORM 990-PF, PART II, LINE 20, COLUMN 472,764. 990-PF LIST OF SUBSTANTIAL CONTRIBUTORS STATEMENT 8 PART VII-A, LINE 10 OF CONTRIBUTOR ADDRESS WELCH 325 SHARON PARK DRIVE MENLO PARK, CA 94025 990--PF PART XV - LINE 1A STATEMENT 9 LIST OF FOUNDATION MANAGERS IAME OF MANAGER WELCH TED SCHLEIN 22 7- 8. 9 Form 8868' Application for Extension of Time To File an Ja""a'V 2?12' Exempt Organization Return - OMB No- 1545-1709 Department of the Treasury Internal P.,evenue service File a separate application for each return. >Dfl 0 If you are filing for an Automatic 3-Month Extension, complete only Part I and check this box 0 If you are filing for an Additional (Not Automatic) 3-Month Extension, complete only Part II (on page 2 of this form) Do not complete Part II unless you have already been granted an automatic 3-month extension on a previously filed Form 8868. Electronic filing (e-file). You can electronically file Form 8868 if you need a 3-month automatic extension of time to file (6 months for a corporation required to file Form 990-T), or an additional (not automatic) 3-month extension of time You can electronically file Form 8868 to request an extension of time to file any of the forms listed in Part I or Part II with the exception of Form 8870, Information Return for Transfers Associated With Certain Personal Benefit Contracts, which must be sent to the IRS in paper format (see instructions) For more details on the electronic filing of this form, visit and click on e-file for Charities Nonprofits. I Part I Automatic 3-Month Extension of Time. Only submit original (no copies needed). A corporation required to file Form 990-T and requesting an automatic 6-month extension - check this box and complete Part I only I: All other corporations (including 1120-C filers), partnerships, HEMICS, and trusts must use Form 7004 to request an extension of time to file income tax returns. Type or Name of exempt organization or other filer, see instructions. Employer identification number (EIN) or print We We THE STUDENTS FIRST FOUNDATION dug data Number, street, and room or suite no. If a P.O. box, see instructions. Social security number (SSN) 3 2 5 SHARON PARK DRIVE . No . 5 2 1 Instructions City, town or post office, state, and ZIP code. For a foreign address, see instructions. MENLO PARK, CA 94025 Enter the Return code for the return that this application is for (file a separate application for each return) Application Return Application Return Is For Code Is For Code Form 990 01 Form 990-T (corporation) 07 Form 990-BL 02 Form 1041 -A 08 Form 990-EZ 01 Form 4720 09 Form 990-PF 04 Form 5227 10 Form 990-T (sec 401(a) or 408(a) trust) 05 Form 6069 11 Form 990-T (trust other than above) 06 Form 8870 12 THE FOUNDATION 0 The books are in the care of 3 2 5 SHARON PARK DRIVE NO . 5 2 1 - MENLO PARK CA 9 40 2 5 Telephone No FAX No. 9 if the organization does not have an office or place of business in the United States, check this box 0 If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) . if this is for the whole group, check this box If it is for part of the group, check this box and attach a list with the names and of all members the extension is for. 1 I request an automatic 3-month (6 months for a corporation required to file Form 990-T) extension of time until AUGUST file the exempt organization return for the organization named above. The extension IS for the organization's return for [ii calendar year 2 0 1 1 or :1 tax year beginning and ending 2 If the tax year entered in line 1 is for less than 12 months, check reason I: Initial return Final return Change in accounting period 3a If this application is for Form 990-BL, 990-PF, 990-T, 4720. or 6069. enter the tentative tax, less any nonrefundable credits See instructions 3a 0 . If this application IS for Form 990-PF, 990-T, 4720, or 6069, enter any refundable credits and estimated tax payments made. include any prior year overpayment allowed as a credit 3b 0 . Balance due. Subtract line 3b from line 3a Include your payment with this form, if required, by (Electronic Federal Tax Payment System). See instructions 3c 0 . gution. If you are going to make an electronic fund withdrawal with this Form 8868, see Form 8453-E0 and Form 8879-EO for pgyment instructions. LHA For Privacy Act and Paperwork Reduction Act Notice, see Instructions. Form 8868 (Rev. 1-2012) 123841 01-04-12 2'1