SEC Form 4 · accession 0000899243-17-019460

Xactly Corp · XTLY

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

Reporting owner

L Evan Ellis Jr.

Officer — President & COO

Period of report

Jul 31, 2017

Accepted (ET)

Aug 1, 2017 · 8:56 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
Common Stock^F1	Jul 28, 2017	A	1,000	$5.30	A	397,177	D
Common Stock^F2	Jul 31, 2017	D	342,652	—	D	54,525	D
Common Stock^F3	Jul 31, 2017	D	54,525	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to buy)^F4	$0.68	Jul 31, 2017	D	49,800	D	—	Jan 9, 2018	Common Stock	10,000	D
Employee Stock Option (right to buy)^F5	$0.68	Jul 31, 2017	D	2,141	D	—	Jun 18, 2018	Common Stock	2,141	D
Employee Stock Option (right to buy)^F6	$2.04	Jul 31, 2017	D	1,012	D	—	Sep 7, 2021	Common Stock	1,012	D
Employee Stock Option (right to buy)^F7	$5.72	Jul 31, 2017	D	43,587	D	—	Jan 29, 2024	Common Stock	43,587	D
Employee Stock Option (right to buy)^F8	$8.73	Jul 31, 2017	D	100,000	D	—	Dec 15, 2025	Common Stock	100,000	D
Employee Stock Option (right to buy)^F9	$11.20	Jul 31, 2017	D	83,000	D	—	Dec 15, 2026	Common Stock	83,000	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, 36,348 RSUs vested in full immediately prior to the effective time of the merger and were cancelled in exchange for a cash payment of $568,846.20, which represents $15.65 for each outstanding vested unit. The remaining 18,177 unvested RSUs were cancelled and converted into the right to receive a cash payment of $284,470.05, 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.
F4Shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $745,506.00, which represents the difference between $15.65 and the exercise price of the option per share.
F5Shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $32,050.77, which represents the difference between $15.65 and the exercise price of the option per share.
F6Shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $13,773.32, which represents the difference between $15.65 and the exercise price of the option per share.
F7The option provided for vesting in 36 equal monthly installments beginning on February 28, 2015. At the effective time of the merger, 22,753 shares underlying the option were vested and an additional 13,889 shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $363,855.06 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 6,945 unvested options were cancelled and converted into the right to receive a cash payment of $68,963.85, 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.
F8The 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, 39,583 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 $552,638.12 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.
F9The 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, 55,333 shares shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $246,231.85 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 27,667 unvested options were cancelled and converted into the right to receive a cash payment of $123,118.15, 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.