David Pidwell Form 3/A Xactly / DAVID PIDWELL 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^*

PIDWELL DAVID

(Last) (First) (Middle)

C/O XACTLY CORPORATION

300 PARK AVENUE, SUITE 1700

(Street)

SAN JOSE CA 95110

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
06/25/2015

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)
Common Stock	44,500	I	See footnote(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(2)	(2)	Common Stock	36,999	(2)	I	See footnote(1)
Series C Convertible Preferred Stock	(3)	(3)	Common Stock	24,606	(3)	I	See footnote(1)
Series D Convertible Preferred Stock	(4)	(4)	Common Stock	26,315	(4)	I	See footnote(1)
Series D-1 Convertible Preferred Stock	(5)	(5)	Common Stock	10,361	(5)	I	See footnote(1)
Series F Convertible Preferred Stock	(6)	(6)	Common Stock	10,173	(6)	I	See footnote(1)

Explanation of Responses:

1. The securities are held of record by Golden Hills Holdings, LLLP for which the Reporting Person serves as a general partner.

2. The Series B Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately upon the completion of the Issuer's initial public offering of common stock and has no expiration date.

3. The Series C Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately upon the completion of the Issuer's initial public offering of common stock and has no expiration date.

4. The Series D Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately upon the completion of the Issuer's initial public offering of common stock and has no expiration date.

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

6. The Series F Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately upon the completion of the Issuer's initial public offering of common stock and has no expiration date.

Remarks:

The Form 3/A is filed to report ownership of shares of Series B, C, D, D-1 and F Convertible Preferred Stock. The original Form 3 filed on June 25, 2015 incorrectly reported ownership of the common stock underlying each series of convertible preferred stock.

	/s/ Colleen M. Pouliot, by power of attorney	06/30/2015
	** 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).
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