SEC Form 4 · accession 0000899243-16-035560
Xactly Corp · XTLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
REMBRANDT VENTURE PARTNERS II L P
10% Owner
Rembrandt Venture Partners II, LLC
10% Owner
Period of report
Dec 12, 2016
Accepted (ET)
Dec 14, 2016 · 6:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001322554
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 12, 2016 | S | 25,953 | $11.0316 | D | 1,834,283 | I | See footnote |
| Common StockF1,F3 | Dec 12, 2016 | S | 106,297 | $11.0316 | D | 1,023,227 | I | See footnote |
| Common StockF1,F4 | Dec 12, 2016 | S | 319 | $11.0317 | D | 3,075 | I | See footnote |
| Common StockF5,F2 | Dec 13, 2016 | S | 14,683 | $10.9019 | D | 1,819,600 | I | See footnote |
| Common StockF5,F3 | Dec 13, 2016 | S | 60,136 | $10.9019 | D | 963,091 | I | See footnote |
| Common StockF5,F4 | Dec 13, 2016 | S | 181 | $10.9022 | D | 2,894 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.95 to $11.05, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (5) to this Form 4.
- F2The reported securities are held of record by Rembrandt Venture Partners II, L.P. (RVP II). Gerald S. Casilli, a director of the Issuer, and Douglas Schrier, as the managing members of Rembrandt Venture Partners II LLC, the general partner of RVP II, share voting and dispositive power with respect to the shares held by RVP II. Messrs. Casilli and Schrier disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.
- F3The reported securities are held of record by Rembrandt Venture Partners Fund Two, L.P. (RVPF 2). Messrs. Casilli and Schrier and Scott Irwin, as the managing members of Rembrandt Venture Partners Fund Two, LLC, the general partner of RVPF 2, share voting and dispositive power with respect to the shares held by RVPF 2. Messrs. Casilli, Schrier and Irwin disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.
- F4The reported securities are held of record by Rembrandt Venture Partners Fund Two-A, L.P. (RVPF 2-A). Messrs. Casilli, Schrier and Irwin, as the managing members of Rembrandt Venture Partners Fund Two, LLC, the general partner of RVPF 2-A, share voting and dispositive power with respect to the shares held by RVPF 2-A. Messrs. Casilli, Schrier and Irwin disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.90 to $11.00, inclusive.