SEC Form 4 · accession 0001209191-15-058159
Xactly Corp · XTLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
REMBRANDT VENTURE PARTNERS II L P
10% Owner
RVP Opportunities GP II, LLC
10% Owner
RVP Opportunities Fund II, L.P.
10% Owner
Rembrandt Venture Partners II, LLC
10% Owner
Period of report
Jul 1, 2015
Accepted (ET)
Jul 1, 2015 · 6:01 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 StockF1,F2,F3,F4,F5,F7 | Jul 1, 2015 | C | 1,860,236 | — | A | 1,860,236 | I | See footnote |
| Common StockF1,F2,F3,F4,F5,F6,F8 | Jul 1, 2015 | C | 1,129,524 | — | A | 1,129,524 | I | See footnote |
| Common StockF1,F2,F3,F4,F5,F6,F9 | Jul 1, 2015 | C | 3,394 | — | A | 3,394 | I | See footnote |
| Common StockF6,F10 | Jul 1, 2015 | C | 101,733 | — | A | 101,733 | I | See footnote |
| Common StockF11 | 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 | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF7,F1 | — | Jul 1, 2015 | C | 938,323 | D | — | — | Common Stock | 938,323 | 0 | I |
| Series A Convertible Preferred StockF8,F1 | — | Jul 1, 2015 | C | 5,894 | D | — | — | Common Stock | 5,894 | 0 | I |
| Series A Convertible Preferred StockF9,F1 | — | Jul 1, 2015 | C | 17 | D | — | — | Common Stock | 17 | 0 | I |
| Series B Convertible Preferred StockF7,F2 | — | Jul 1, 2015 | C | 370,325 | D | — | — | Common Stock | 370,325 | 0 | I |
| Series B Convertible Preferred StockF8,F2 | — | Jul 1, 2015 | C | 72,589 | D | — | — | Common Stock | 72,589 | 0 | I |
| Series B Convertible Preferred StockF9,F2 | — | Jul 1, 2015 | C | 217 | D | — | — | Common Stock | 217 | 0 | I |
| Series C Convertible Preferred StockF7,F3 | — | Jul 1, 2015 | C | 209,761 | D | — | — | Common Stock | 209,761 | 0 | I |
| Series C Convertible Preferred StockF8,F3 | — | Jul 1, 2015 | C | 130,990 | D | — | — | Common Stock | 130,990 | 0 | I |
| Series C Convertible Preferred StockF9,F3 | — | Jul 1, 2015 | C | 393 | D | — | — | Common Stock | 393 | 0 | I |
| Series D Convertible Preferred StockF7,F4 | — | Jul 1, 2015 | C | 295,919 | D | — | — | Common Stock | 295,919 | 0 | I |
| Series D Convertible Preferred StockF8,F4 | — | Jul 1, 2015 | C | 603,313 | D | — | — | Common Stock | 603,313 | 0 | I |
| Series D Convertible Preferred StockF9,F4 | — | Jul 1, 2015 | C | 1,815 | D | — | — | Common Stock | 1,815 | 0 | I |
| Series D-1 Convertible Preferred StockF7,F5 | — | Jul 1, 2015 | C | 45,908 | D | — | — | Common Stock | 45,908 | 0 | I |
| Series D-1 Convertible Preferred StockF8,F5 | — | Jul 1, 2015 | C | 93,596 | D | — | — | Common Stock | 93,596 | 0 | I |
| Series D-1 Convertible Preferred StockF9,F5 | — | Jul 1, 2015 | C | 281 | D | — | — | Common Stock | 281 | 0 | I |
| Series F Convertible Preferred StockF8,F6 | — | Jul 1, 2015 | C | 223,142 | D | — | — | Common Stock | 223,142 | 0 | I |
| Series F Convertible Preferred StockF9,F6 | — | Jul 1, 2015 | C | 671 | D | — | — | Common Stock | 671 | 0 | I |
| Series F Convertible Preferred StockF10,F6 | — | Jul 1, 2015 | C | 101,733 | D | — | — | Common Stock | 101,733 | 0 | 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 Rembrandt Venture Partners Opportunities Fund I, L.P. (RVP Opportunities I). Messrs. Casilli, Schrier and Irwin, as the managing members of Rembrandt Venture Partners Opportunities GP I, LLC, the general partner of RVP Opportunities I, share voting and dispositive power with respect to the shares held by RVP Opportunities I. Messrs. Casilli, Schrier and Irwin disclaim 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 RVP Opportunities Fund II, L.P. (RVP Opportunities II). Messrs. Casilli, Schrier and Irwin, as the managing members of RVP Opportunities GP II, LLC, the general partner of RVP Opportunities II, share voting and dispositive power with respect to the shares held by RVP Opportunities II. Messrs. Casilli, Schrier and Irwin disclaim 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). Gerald S. Casilli, a director of the Issuer, and Douglas Schrier, as the managing members of Rembrandt Venture Partners II LLC, the general partner of RVP II, share voting and dispositive power with respect to the shares held by RVP II. Messrs. Casilli and Schrier disclaim 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). Messrs. Casilli and Schrier and Scott Irwin, as the managing members of Rembrandt Venture Partners Fund Two, LLC, the general partner of RVPF 2, share voting and dispositive power with respect to the shares held by RVPF 2. Messrs. Casilli, Schrier and Irwin disclaim 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). Messrs. Casilli, Schrier and Irwin, as the managing members of Rembrandt Venture Partners Fund Two, LLC, the general partner of RVPF 2-A, share voting and dispositive power with respect to the shares held by RVPF 2-A. Messrs. Casilli, Schrier and Irwin disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.