SEC Form 4 · accession 0001209191-15-058146

Xactly Corp · XTLY

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

Reporting owner

Neal Dempsey

Director · 10% Owner

Period of report

Jul 1, 2015

Accepted (ET)

Jul 1, 2015 · 5:52 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,F6}	Jul 1, 2015	C	2,315,466	—	A	2,315,466	I	See footnote
Common Stock^{F1,F2,F3,F4,F5,F7}	Jul 1, 2015	C	128,293	—	A	128,293	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^F6,F1	—	Jul 1, 2015	C	1,022,088	D	—	—	Common Stock	1,022,088	I
Series A Convertible Preferred Stock^F7,F1	—	Jul 1, 2015	C	56,632	D	—	—	Common Stock	56,632	I
Series B Convertible Preferred Stock^F6,F2	—	Jul 1, 2015	C	459,976	D	—	—	Common Stock	459,976	I
Series B Convertible Preferred Stock^F7,F2	—	Jul 1, 2015	C	25,486	D	—	—	Common Stock	25,486	I
Series C Convertible Preferred Stock^F6,F3	—	Jul 1, 2015	C	364,453	D	—	—	Common Stock	364,453	I
Series C Convertible Preferred Stock^F7,F3	—	Jul 1, 2015	C	20,193	D	—	—	Common Stock	20,193	I
Series D Convertible Preferred Stock^F6,F4	—	Jul 1, 2015	C	352,060	D	—	—	Common Stock	352,060	I
Series D Convertible Preferred Stock^F7,F4	—	Jul 1, 2015	C	19,506	D	—	—	Common Stock	19,506	I
Series D-1 Convertible Preferred Stock^F6,F5	—	Jul 1, 2015	C	116,889	D	—	—	Common Stock	116,889	I
Series D-1 Convertible Preferred Stock^F7,F5	—	Jul 1, 2015	C	6,476	D	—	—	Common Stock	6,476	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.
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 reported shares are held of record by Bay Partners X, LP ("Bay Partners"). The Reporting Person is a co-Manager of Bay Management Company X, LLC ("Bay Management"), the general partner of Bay Partners, and disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
F7The reported shares are held of record by Bay Partners X Entrepreneurs Fund, LP ("Bay Entrepreneurs"). The Reporting Person is a co-Manager of Bay Management, the general partner of Bay Entrepreneurs, and disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.