SEC Form 4 · accession 0000899243-17-019461

Xactly Corp · XTLY

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

Reporting owner

Gerald S Casilli

Director

Period of report

Jul 31, 2017

Accepted (ET)

Aug 1, 2017 · 8:59 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	D/I	Nature of ownership
Common Stock^F1,F2	Jul 31, 2017	D	1,734,600	—	D	I	See footnote
Common Stock^F1,F3	Jul 31, 2017	D	653,330	—	D	I	See footnote
Common Stock^F1,F4	Jul 31, 2017	D	1,962	—	D	I	See footnote
Common Stock^F1,F5	Jul 31, 2017	D	14,559	—	D	I	See footnote
Common Stock^F1,F6	Jul 31, 2017	D	127,761	—	D	I	See footnote
Common Stock^F1,F7	Jul 31, 2017	D	52,065	—	D	I	See footnote

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Pursuant 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.
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 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.
F6The 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.
F7The 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.