Neal Dempsey Form 3 Xactly / NEAL DEMPSEY ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DEMPSEY NEAL

(Last)

(First)

(Middle)

C/O BAY PARTNERS, 2180 SAND HILL ROAD,

SUITE 345

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/25/2015

3. Issuer Name and Ticker or Trading Symbol
Xactly Corp [ XTLY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,022,088	⁽¹⁾	I	See footnote⁽²⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	56,632	⁽¹⁾	I	See footnote⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	459,976	⁽⁴⁾	I	See footnote⁽²⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	25,486	⁽⁴⁾	I	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	364,453	⁽⁵⁾	I	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	20,193	⁽⁵⁾	I	See footnote⁽³⁾
Series D Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	352,060	⁽⁶⁾	I	See footnote⁽²⁾
Series D Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	19,506	⁽⁶⁾	I	See footnote⁽³⁾
Series D-1Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	116,889	⁽⁷⁾	I	See footnote⁽²⁾
Series D-1 Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	6,476	⁽⁷⁾	I	See footnote⁽³⁾

Explanation of Responses:

1. The Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

2. The 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.

3. The 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.

4. The Series B Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

5. The Series C Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

6. The Series D Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

7. The Series D-1 Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

Remarks:

Exhibit 24- Power of Attorney

	/s/ Neal Dempsey	06/25/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Neal Dempsey Form 3Xactly / NEAL DEMPSEY ownership change