SEC Form 4 · accession 0000899243-17-019457
Xactly Corp · XTLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph C Consul
Officer — CFO, Treasurer & Asst. Sec.
Period of report
Jul 31, 2017
Accepted (ET)
Aug 1, 2017 · 8:48 pm EDT
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 | Jul 28, 2017 | A | 1,000 | $5.30 | A | 236,679 | D | |
| Common StockF2 | Jul 31, 2017 | D | 187,154 | — | D | 49,525 | D | |
| Common StockF3 | Jul 31, 2017 | D | 49,525 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4 | $7.76 | Jul 31, 2017 | D | 29,323 | D | — | Dec 11, 2024 | Common Stock | 29,323 | 0 | D |
| Employee Stock Option (right to buy)F5 | $8.73 | Jul 31, 2017 | D | 96,879 | D | — | Dec 15, 2025 | Common Stock | 96,879 | 0 | D |
| Employee Stock Option (right to buy)F6 | $11.20 | Jul 31, 2017 | D | 72,000 | D | — | Dec 15, 2026 | Common Stock | 72,000 | 0 | D |
Explanation of responses
- F1The shares were acquired under the Issuer's 2015 Employee Stock Purchase Plan in a transaction exempt under both Rule 16b-3(d) and Rule 16b-3(c).
- F2Pursuant to the Agreement and Plan of Merger between the Issuer, Excalibur Parent, LLC and Excalibur Merger Sub, Inc. dated May 29, 2017, as amended on June 20, 2017 (the "Merger Agreement"), each share of Issuer common stock was exchanged for $15.65 in cash.
- F3The shares are represented by restricted stock units, or RSUs. Pursuant to Merger Agreement, 33,015 RSUs vested in full immediately prior to the effective time of the merger and were cancelled in exchange for a cash payment of $516,684.75, which represents $15.65 for each outstanding vested unit. The remaining 16,510 unvested RSUs were cancelled and converted into the right to receive a cash payment of $258,381.50, which represents $15.65 for each outstanding unvested unit which will vest and be payable at the same time as the unvested RSUs for which such cash amount was exchanged would have vested pursuant to its terms.
- F4The option provided for vesting of one-fourth of the shares on December 11, 2015 and 1/48th of the shares vest monthly thereafter. At the effective time of the merger, 16,041 shares underlying the option were vested and an additional 8,854 shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $196,421.55 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 4,428 unvested options were cancelled and converted into the right to receive a cash payment of $34,936.92, which represents the difference between $15.65 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms.
- F5The option provided for vesting of one-fourth of the shares on December 15, 2016 and 1/48th of the shares vest monthly thereafter. At the effective time of the merger, 36,462 shares underlying the option were vested and an additional 40,278 shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $531,040.80 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 20,139 unvested options were cancelled and converted into the right to receive a cash payment of $139,361.88, which represents the difference between $15.65 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms.
- F6The option provided for vesting of one-fourth of the shares on December 15, 2017 and 1/48th of the shares vest monthly thereafter. At the effective time of the merger, 48,000 shares shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $213,600.00 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 24,000 unvested options were cancelled and converted into the right to receive a cash payment of $106,800.00, which represents the difference between $15.65 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms.