SEC Form 4 · accession 0001023731-18-000036

· 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 20, 2018

Accepted (ET)

Sep 24, 2018 · 3:08 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
Common Stock	Sep 20, 2018	M	6,448	$0.00	A	860,864	D
Common Stock	Sep 20, 2018	F	3,246	$21.75	D	857,618	D
Common Stock	Sep 20, 2018	M	7,249	$0.00	A	864,867	D
Common Stock	Sep 20, 2018	F	3,649	$21.75	D	861,218	D
Common Stock	Sep 20, 2018	M	7,249	$0.00	A	868,467	D
Common Stock	Sep 20, 2018	F	3,649	$21.75	D	864,818	D
Common Stock	Sep 22, 2018	M	9,282	$0.00	A	874,100	D
Common Stock	Sep 22, 2018	F	4,673	$21.20	D	869,427	D
Common Stock	Sep 22, 2018	M	14,020	$0.00	A	883,447	D
Common Stock	Sep 22, 2018	F	7,059	$21.20	D	876,388	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^F6,F7	—	Sep 20, 2018	M	6,448	D	—	Sep 20, 2020	Common Stock	6,448	869,940	D
Restricted Stock Unit^F6	—	Sep 20, 2018	J	2,445	A	Sep 20, 2018	Sep 20, 2018	Common stock	2,445	872,385	D
Restricted Stock Unit^F6,F9	—	Sep 20, 2018	M	7,249	D	—	Sep 20, 2019	Common Stock	7,249	865,136	D
Restricted Stock Unit^F6	—	Sep 20, 2018	J	2,445	A	Sep 20, 2018	Sep 20, 2018	Common Stock	2,445	867,581	D
Restricted Stock Unit^F6,F9	—	Sep 20, 2018	M	7,249	D	—	Sep 20, 2020	Common Stock	7,249	860,332	D
Restricted Stock Unit^F6,F11	—	Sep 22, 2018	M	9,282	D	—	Sep 22, 2019	Common Stock	9,282	851,050	D
Restricted Stock Unit^F6	—	Sep 22, 2018	J	7,010	A	Sep 22, 2018	Sep 22, 2018	Common Stock	7,010	858,060	D
Restricted Stock Unit^F6,F13	—	Sep 22, 2018	M	14,020	D	—	Sep 22, 2018	Common Stock	14,020	844,040	D

Explanation of responses

F16,448 Restricted Stock Units became fully vested and have been converted to Common Stock.
F10As previously reported on a Form 4, the reporting person was awarded 9,608 performance share units (PSUs) on September 26, 2016, of which 50% were eligible to vest on each of the second and third anniversaries of the award date. On September 20, 2018, the first installment of 4,804 PSUs vested at 150.9 % of target, such that 7,249 shares became issuable. Of these shares, 3,600 were issued to the reporting person and the remaining 3,649 were withheld to pay the associated tax liability. The 2,445 units reported in Table II correspond to the additional shares issued in excess of 4,804 share target for the first vesting installment.
F11This award vests at the rate of one-fourth of such shares at September 22, 2016, one-fourth of such shares at September 22, 2017, one-fourth of such shares at September 22, 2018 and one-fourth of such shares at September 22, 2019.
F12As 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, 2018, the second installment of 7,010 PSUs vested at 200.0% of target, such that 14,020 shares became issuable. Of these shares, 6,961 were issued to the reporting person and the remaining 7,059 were withheld to pay the associated tax liability. The 7,010 units reported in Table II correspond to the additional shares issued in excess of 7,010 share target for the second vesting installment.
F13RSUs vest (1) 50% on September 22, 2017 and (2) 50% on September 27, 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.
F2Payment of tax liability by withholding securities incident to vesting of restricted stock units.
F37,249 Restricted Stock Units became fully vested and have been converted to Common Stock.
F49,282 Restricted Stock Units became fully vested and have been converted to Common Stock.
F514,020 Restricted Stock Units became fully vested and have been converted to Common Stock.
F6Each restricted sock unit represents a contingent right to receive on share of EGHT common stock.
F7This award vests at the rate of one-fourth of such shares at September 20, 2017, one-fourth of such shares at September 20, 2018, one-fourth of such shares at September 20, 2019 and one-fourth of such shares at September 20, 2020.
F8As previously reported on a Form 4, the Reporting person was awarded 9,608 performance share units (PSUs) on September 20, 2016, of which 50% were eligible to vest on each of the second and third anniversaries of the award date. On September 20, 2018, the first installment of 4,804 PSUs vested at 150.9% of target, such that 7,249 shares became issuable. Of these shares 3,600 were issued to the reporting person and the remaining 3,649 were withheld to pay the associated tax liability. The 2,445 units reported in Table II correspond to the additional shares issued in excess of 4,804 share target for the first vesting installment.
F9RSUs 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.