SEC Form 4 · accession 0001209191-15-058193
Xactly Corp · XTLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Key Principal Partners Corp.
10% Owner
KVP Management Group II LLC
10% Owner
Key Venture Partners II LLC
10% Owner
Period of report
Jul 1, 2015
Accepted (ET)
Jul 1, 2015 · 6:09 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,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 | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF6,F1 | — | Jul 1, 2015 | C | 5,484 | D | — | — | Common Stock | 5,484 | 0 | I |
| Series B Convertible Preferred StockF6,F2 | — | Jul 1, 2015 | C | 47,013 | D | — | — | Common Stock | 47,013 | 0 | I |
| Series C Convertible Preferred StockF6,F3 | — | Jul 1, 2015 | C | 11,717 | D | — | — | Common Stock | 11,717 | 0 | I |
| Series D-1 Convertible Preferred StockF6,F4 | — | Jul 1, 2015 | C | 118,742 | D | — | — | Common Stock | 118,742 | 0 | I |
| Series E Convertible Preferred StockF6,F5 | — | Jul 1, 2015 | C | 2,141,207 | D | — | — | Common Stock | 2,141,207 | 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.
- 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. The directors of Key Principal Partners Corp. are William J. Blake and Mark D. Whitham. Andrew Vollmer, Thomas Dunn and Karl Grunawalt, as managing members of an investment committee that oversees KVP Securities, and John P. Ward, Jr., as a managing director of KVP, also share voting and dispositive power with respect to the shares held by KVP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.