SEC Form 4 · accession 0001023731-17-000045

· EGHT

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

Reporting owner

Bryan R Martin

Officer — Chief Technology Officer

Period of report

Sep 22, 2017

Accepted (ET)

Sep 26, 2017 · 8:51 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001023731

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Sep 22, 2017	J	4,402	$13.30	A	966,555	D
Common Stock	Sep 22, 2017	J	6,473	$13.30	A	973,028	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit^F3,F4	—	Sep 22, 2017	J	4,402	D	—	Sep 22, 2019	Common Stock	4,402	968,626	D
Restricted Stock Unit^F3,F4	—	Sep 22, 2017	F	4,880	D	—	Sep 22, 2019	Common Stock	4,880	963,746	D
Restricted Stock Unit^F3	—	Sep 22, 2017	J	6,639	A	Sep 22, 2017	Sep 22, 2017	Common Stock	6,639	970,385	D
Restricted Stock Unit^F3,F7	—	Sep 22, 2017	J	6,473	D	—	Sep 22, 2018	Common Stock	6,473	963,912	D
Restricted Stock Unit^F3,F7	—	Sep 22, 2017	F	7,176	D	—	Sep 22, 2018	Common Stock	7,176	956,736	D

Explanation of responses

F14,402 Restricted Stock Units became fully vested and have been converted to Common Stock.
F26,473 Performance-based Restricted Stock Units became fully vested and have been converted to Common Stock.
F3Each restricted stock unit represents a contingent right to receive one share of EGHT common stock.
F4This award vests at the rate of one-fourth of such shares at September 22, 2016, one-fourth of such at September 22, 2017, one-fourth of such at September 22, 2018, and one-fourth of such at September 22, 2019.
F5Payment of tax liability by withholding securities incident to vesting of restricted stock units.
F6As previously reported on a Form 4, the reporting person was awarded 14,020 performance share units (PSUs) on September 22, 2015, of which 50% were eligible to vest on each of the second and third anniversaries of the award date. On September 22, 2017, the first installment of 7,010 PSUs vested at 194.71% of target, such that 13,649 shares became issuable. Of these shares, 6,473 were issued to the reporting person and the remaining 7,176 were withheld to pay the associated tax liability. The 6,639 units reported in Table II correspond to the additional shares issued in excess of 7,010 share target for the first vesting installment.
F7RSUs vest (1) 50% on September 22, 2017 and (2) 50% on September 22, 2018, 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.