SEC Form 4 · accession 0000899243-16-035561

Xactly Corp · XTLY

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

Reporting owner

Gerald S Casilli

Director · 10% Owner

Period of report

Dec 12, 2016

Accepted (ET)

Dec 14, 2016 · 6:03 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 Stock^F1,F2	Dec 12, 2016	S	25,953	$11.0316	D	1,834,283	I	See footnote
Common Stock^F1,F3	Dec 12, 2016	S	106,297	$11.0316	D	1,023,227	I	See footnote
Common Stock^F1,F4	Dec 12, 2016	S	319	$11.0317	D	3,075	I	See footnote
Common Stock^F5,F2	Dec 13, 2016	S	14,683	$10.9019	D	1,819,600	I	See footnote
Common Stock^F5,F3	Dec 13, 2016	S	60,136	$10.9019	D	963,091	I	See footnote
Common Stock^F5,F4	Dec 13, 2016	S	181	$10.9022	D	2,894	I	See footnote
Common Stock^F6	holding	—	—		—	14,559	I	See footnote
Common Stock^F7	holding	—	—		—	127,761	I	See footnote
Common Stock^F8	holding	—	—		—	52,065	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 Person undertakes 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). The Reporting Person, a managing member of Rembrandt Venture Partners II LLC, the general partner of RVP II, shares voting and dispositive power with respect to the shares held by RVP II. The Reporting Person disclaims 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). The Reporting Person, a managing member of Rembrandt Venture Partners Fund Two, LLC, the general partner of RVPF 2, shares voting and dispositive power with respect to the shares held by RVPF 2. The Reporting Person disclaims 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). The Reporting Person, a managing member of Rembrandt Venture Partners Fund Two, LLC, the general partner of RVPF 2-A, shares voting and dispositive power with respect to the shares held by RVPF 2-A. The Reporting Person disclaims 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.
F6The reported securities are held of record by the Casilli Revocable Trust for which the the Reporting Person serves as a trustee. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.
F7The reported securities are held of record by the Casilli Family Holdings for which the the Reporting Person serves as a partner. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.
F8The reported securities are held of record by Casilli Investment Partners for which the the Reporting Person serves as a partner. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.