SEC Form 4 · accession 0001209191-15-058156

Xactly Corp · XTLY

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

Reporting owner

John P Ward

Director · 10% Owner

Period of report

Jul 1, 2015

Accepted (ET)

Jul 1, 2015 · 5:58 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	2,324,163	—	A	2,324,163	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	5,484	D	—	—	Common Stock	5,484	I
Series B Convertible Preferred Stock^F6,F2	—	Jul 1, 2015	C	47,013	D	—	—	Common Stock	47,013	I
Series C Convertible Preferred Stock^F6,F3	—	Jul 1, 2015	C	11,717	D	—	—	Common Stock	11,717	I
Series D-1 Convertible Preferred Stock^F6,F4	—	Jul 1, 2015	C	118,742	D	—	—	Common Stock	118,742	I
Series E Convertible Preferred Stock^F6,F5	—	Jul 1, 2015	C	2,141,207	D	—	—	Common Stock	2,141,207	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-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.
F5The Series E 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.
F6All of the shares are held of record by Key Venture Partners II LLC (KVP). The managing member of KVP is KVP Management Group II LLC and its sole manager is Key Principal Partners Corp., a wholly-owned subsidiary of KeyCorp, a publicly traded company. Key Principal Partners Corp., as manager of the managing member of KVP, holds shared voting and dispositive power over the shares held by KVP. As a managing director of KVP, the Reporting Person shares voting and dispositive power with respect to the shares held by KVP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.