SEC Form 4 · accession 0000899243-17-019467

Xactly Corp · XTLY

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

Reporting owner

Director

Period of report

Jul 31, 2017

Accepted (ET)

Aug 1, 2017 · 9:06 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 Stock^F1	Jul 31, 2017	D	9,364	—	D	7,348	D
Common Stock^F2,F3	Jul 31, 2017	D	7,348	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F4	$2.40	Jul 31, 2017	D	31,999	D	—	Oct 4, 2022	Common Stock	31,999	0	D
Stock Option (right to buy)^F5	$7.76	Jul 31, 2017	D	37,500	D	—	Jan 20, 2025	Common Stock	37,500	0	D

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 shares are represented by restricted stock units, or RSUs. Pursuant to the provisions of the Issuer's 2015 Equity Incentive Plan, the RSUs vested in full immediately prior to the closing of the merger.
F3Pursuant to the Merger Agreement, the RSUs were cancelled in exchange for a cash payment of $114,996.20, which represents $15.65 for each outstanding unit.
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 $423,986.75, 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 $295,875.00, which represents the difference between $15.65 and the exercise price of the option per share.