SEC Form 4 · accession 0001023731-18-000054

· EGHT

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

Reporting owner

Officer — Chief Technology Officer · Director

Period of report

Oct 23, 2018

Accepted (ET)

Oct 25, 2018 · 9:15 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
Restricted Stock Units^F1,F2	—	Oct 23, 2018	A	12,254	A	—	Oct 23, 2021	Common Stock	12,254	12,254	D
Performance Stock Units^F1,F3	—	Oct 23, 2018	A	12,254	A	—	Oct 23, 2021	Common Stock	12,254	12,254	D

F1Each restricted stock unit represents a contingent right to receive one share of EGHT common stock.
F2RSUs shall vest with respect to one-third (33.3%) of the total number of underlying shares on the first anniversary of the Vesting Commencement Date, then eight and one-third percent (8.3375%) vesting each quarter thereafter, over a period of eight (8) quarters, subject to the participant's continued employment or other association with the Company.
F3RSUs vest (1) 50% on October 23, 2020 and (2) 50% on October 23, 2021, 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.