SEC Form 4 · accession 0001209191-15-058145

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

Jul 1, 2015

Accepted (ET)

Jul 1, 2015 · 5:51 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,F2,F3,F4,F5,F7}	Jul 1, 2015	C	1,860,236	—	A	1,860,236	I	See footnote
Common Stock^{F1,F2,F3,F4,F5,F6,F8}	Jul 1, 2015	C	1,129,524	—	A	1,129,524	I	See footnote
Common Stock^{F1,F2,F3,F4,F5,F6,F9}	Jul 1, 2015	C	3,394	—	A	3,394	I	See footnote
Common Stock^{F1,F2,F3,F4,F5,F6,F10}	Jul 1, 2015	C	121,545	—	A	121,545	I	See footnote
Common Stock^{F1,F2,F4,F5,F11}	Jul 1, 2015	C	48,957	—	A	48,957	I	See footnote
Common Stock^F6,F12	Jul 1, 2015	C	101,733	—	A	101,733	I	See footnote
Common Stock^F6,F13	Jul 1, 2015	C	4,483	—	A	4,483	I	See footnote
Common Stock^F14	Jul 1, 2015	P	375,000	$8.00	A	375,000	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A Convertible Preferred Stock^F7,F1	—	Jul 1, 2015	C	938,323	D	—	—	Common Stock	938,323	I
Series A Convertible Preferred Stock^F8,F1	—	Jul 1, 2015	C	5,894	D	—	—	Common Stock	5,894	I
Series A Convertible Preferred Stock^F9,F1	—	Jul 1, 2015	C	17	D	—	—	Common Stock	17	I
Series A Convertible Preferred Stock^F10,F1	—	Jul 1, 2015	C	42,758	D	—	—	Common Stock	42,758	I
Series A Convertible Preferred Stock^F11,F1	—	Jul 1, 2015	C	21,379	D	—	—	Common Stock	21,379	I
Series B Convertible Preferred Stock^F7,F2	—	Jul 1, 2015	C	370,325	D	—	—	Common Stock	370,325	I
Series B Convertible Preferred Stock^F8,F2	—	Jul 1, 2015	C	72,589	D	—	—	Common Stock	72,589	I
Series B Convertible Preferred Stock^F9,F2	—	Jul 1, 2015	C	217	D	—	—	Common Stock	217	I
Series B Convertible Preferred Stock^F10,F2	—	Jul 1, 2015	C	29,598	D	—	—	Common Stock	29,598	I
Series B Convertible Preferred Stock^F11,F2	—	Jul 1, 2015	C	14,799	D	—	—	Common Stock	14,799	I
Series C Convertible Preferred Stock^F7,F3	—	Jul 1, 2015	C	209,761	D	—	—	Common Stock	209,761	I
Series C Convertible Preferred Stock^F8,F3	—	Jul 1, 2015	C	130,990	D	—	—	Common Stock	130,990	I
Series C Convertible Preferred Stock^F9,F3	—	Jul 1, 2015	C	393	D	—	—	Common Stock	393	I
Series C Convertible Preferred Stock^F10,F3	—	Jul 1, 2015	C	14,764	D	—	—	Common Stock	14,764	I
Series D Convertible Preferred Stock^F7,F4	—	Jul 1, 2015	C	295,919	D	—	—	Common Stock	295,919	I
Series D Convertible Preferred Stock^F8,F4	—	Jul 1, 2015	C	603,313	D	—	—	Common Stock	603,313	I
Series D Convertible Preferred Stock^F9,F4	—	Jul 1, 2015	C	1,815	D	—	—	Common Stock	1,815	I
Series D Convertible Preferred Stock^F10,F4	—	Jul 1, 2015	C	13,157	D	—	—	Common Stock	13,157	I
Series D Convertible Preferred Stock^F11,F4	—	Jul 1, 2015	C	6,578	D	—	—	Common Stock	6,578	I
Series D-1 Convertible Preferred Stock^F7,F5	—	Jul 1, 2015	C	45,908	D	—	—	Common Stock	45,908	I
Series D-1 Convertible Preferred Stock^F8,F5	—	Jul 1, 2015	C	93,596	D	—	—	Common Stock	93,596	I
Series D-1 Convertible Preferred Stock^F9,F5	—	Jul 1, 2015	C	281	D	—	—	Common Stock	281	I
Series D-1 Convertible Preferred Stock^F10,F5	—	Jul 1, 2015	C	14,544	D	—	—	Common Stock	14,544	I
Series D-1 Convertible Preferred Stock^F11,F5	—	Jul 1, 2015	C	6,201	D	—	—	Common Stock	6,201	I
Series F Convertible Preferred Stock^F8,F6	—	Jul 1, 2015	C	223,142	D	—	—	Common Stock	223,142	I
Series F Convertible Preferred Stock^F9,F6	—	Jul 1, 2015	C	671	D	—	—	Common Stock	671	I
Series F Convertible Preferred Stock^F12,F6	—	Jul 1, 2015	C	101,733	D	—	—	Common Stock	101,733	I
Series F Convertible Preferred Stock^F10,F6	—	Jul 1, 2015	C	6,724	D	—	—	Common Stock	6,724	I
Series F Convertible Preferred Stock^F13,F6	—	Jul 1, 2015	C	4,483	D	—	—	Common Stock	4,483	I

Explanation of responses

F1The Series A Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
F10The 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.
F11The 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.
F12The reported securities are held of record by Rembrandt Venture Partners Opportunities Fund I, L.P. (RVP Opportunities I). The Reporting Person, a managing member of Rembrandt Venture Partners Opportunities GP I, LLC, the general partner of RVP Opportunities I, shares voting and dispositive power with respect to the shares held by RVP Opportunities I. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.
F13The 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.
F14The reported securities are held of record by RVP Opportunities Fund II, L.P. (RVP Opportunities II). The Reporting Person, a managing member of RVP Opportunities GP II, LLC, the general partner of RVP Opportunities II, shares voting and dispositive power with respect to the shares held by RVP Opportunities II. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.
F2The Series B Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
F3The Series C Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
F4The Series D Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
F5The Series D-1 Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
F6The Series F Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
F7The reported securities are held of record by Rembrandt Venture Partners II, L.P. (RVP II). The Reporting Person, a managing members 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.
F8The 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.
F9The 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.