Martin Bryan R Form 4 8X8 / BRYAN R MARTIN ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MARTIN BRYAN R

(Last) (First) (Middle)

C/O 8X8 INC

2125 O'NEL DRIVE

(Street)

SAN JOSE CA 95131

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
8X8 INC /DE/ [ EGHT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/21/2017		J(1)		3,854	A	$12.4	960,590	D
Common Stock	10/21/2017		J(2)		1,582	A	$12.4	962,172	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(3)	10/21/2017		J(1)			3,854	(4)	10/21/2018	Common Stock	3,854	$0	958,318	D
Restricted Stock Unit	(3)	10/21/2017		F(5)			4,272	(4)	10/21/2018	Common Stock	4,272	$0	954,046	D
Restricted Stock Unit	(3)	10/21/2017		J(2)			1,582	(6)	10/21/2018	Common Stock	1,582	$0	952,464	D
Restricted Stock Unit	(3)	10/21/2017		F(5)			1,754	(6)	10/21/2018	Common Stock	1,754	$0	950,710	D

Explanation of Responses:

1. 3,854 Restricted Stock Units became fully vested and have been converted to Common Stock.

2. 1,582 Performance-based Restricted Stock Units became fully vested and have been converted to Common Stock.

3. Each restricted stock unit represents a contingent right to receive one share of EGHT common stock.

4. This award vests at the rate of one-fourth of such shares at October 21, 2015, one-fourth of such at October 21, 2016, one-fourth of such at October 21, 2017, and one-fourth of such at October 21, 2018.

5. Payment of tax liability by withholding securities incident to vesting of restricted stock units.

6. PSUs do not vest unless and until average closing price of 8x8 common stock over any 30 consecutive trading day period within 4 years from the grant date exceeds 150% of grant date closing price; then, at rate of 25% on each anniversary of grant date.

	/s/ Bryan R. Martin	10/24/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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