SEC Form 4 · accession 0001023731-16-000077

· EGHT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Technology Officer

Period of report

Sep 26, 2016

Accepted (ET)

Sep 28, 2016 · 9:05 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001023731

Table I — non-derivative securities

No Table I lines on this filing.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F2	$14.79	Sep 26, 2016	D	25,792	D	—	Sep 20, 2026	Common Stock	25,792	1,074,546	D
Restricted Stock Unit^F3,F4	—	Sep 26, 2016	A	9,608	A	—	Sep 20, 2019	Common Stock	9,608	1,084,154	D

F1With the approval of the Board and the consent of the award recipient, these stock options were cancelled and performance-based units were granted on September 26, 2016.
F2This award vests at the rate of one forty-eighth of the shares on 10/20/2016 and at the end of each full month thereafter.
F3Each restricted stock unit represents a contingent right to receive one share of EGHT common stock.
F4RSUs vest (1) 50% on September 20, 2018 and (2) 50% on September 20, 2019, in each case subject to performance of 8x8's common stock relative to the Russell 2000 Index during the period from grant date through such vesting date. A 2x multiplier will be applied to the total shareholder returns (TSR) for each 1% of positive or negative relative TSR, and the number of shares earned will increase or decrease by 2% of the target number shown in table. In the event 8x8's common stock performance is below negative 30%, relative to the benchmark, no shares will be issued. Maximum number of shares issuable is two times the number shown in the table.
F5With the approval of the Board and the consent of the award recipient, these performance-based units were granted and stock options were cancelled on September 26, 2016.