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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Xactly Corp [ XTLY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/31/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/28/2017 | A | V | 1,000(1) | A | $5.3 | 397,177 | D | ||
| Common Stock | 07/31/2017 | D | 342,652 | D | (2) | 54,525 | D | |||
| Common Stock | 07/31/2017 | D | 54,525 | D | (3) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Option (right to buy) | $0.68 | 07/31/2017 | D | 49,800 | (4) | 01/09/2018 | Common Stock | 10,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) | $0.68 | 07/31/2017 | D | 2,141 | (5) | 06/18/2018 | Common Stock | 2,141 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) | $2.04 | 07/31/2017 | D | 1,012 | (6) | 09/07/2021 | Common Stock | 1,012 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) | $5.72 | 07/31/2017 | D | 43,587 | (7) | 01/29/2024 | Common Stock | 43,587 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) | $8.73 | 07/31/2017 | D | 100,000 | (8) | 12/15/2025 | Common Stock | 100,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) | $11.2 | 07/31/2017 | D | 83,000 | (9) | 12/15/2026 | Common Stock | 83,000 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. The shares were acquired under the Issuer's 2015 Employee Stock Purchase Plan in a transaction exempt under both Rule 16b-3(d) and Rule 16b-3(c). |
| 2. Pursuant to the Agreement and Plan of Merger between the Issuer, Excalibur Parent, LLC and Excalibur Merger Sub, Inc. dated May 29, 2017, as amended on June 20, 2017 (the "Merger Agreement"), each share of Issuer common stock was exchanged for $15.65 in cash. |
| 3. The shares are represented by restricted stock units, or RSUs. Pursuant to Merger Agreement, 36,348 RSUs vested in full immediately prior to the effective time of the merger and were cancelled in exchange for a cash payment of $568,846.20, which represents $15.65 for each outstanding vested unit. The remaining 18,177 unvested RSUs were cancelled and converted into the right to receive a cash payment of $284,470.05, which represents $15.65 for each outstanding unvested unit which will vest and be payable at the same time as the unvested RSUs for which such cash amount was exchanged would have vested pursuant to its terms. |
| 4. Shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $745,506.00, which represents the difference between $15.65 and the exercise price of the option per share. |
| 5. Shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $32,050.77, which represents the difference between $15.65 and the exercise price of the option per share. |
| 6. Shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $13,773.32, which represents the difference between $15.65 and the exercise price of the option per share. |
| 7. The option provided for vesting in 36 equal monthly installments beginning on February 28, 2015. At the effective time of the merger, 22,753 shares underlying the option were vested and an additional 13,889 shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $363,855.06 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 6,945 unvested options were cancelled and converted into the right to receive a cash payment of $68,963.85, which represents the difference between $15.65 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms. |
| 8. The option provided for vesting of one-fourth of the shares on December 15, 2016 and 1/48th of the shares vest monthly thereafter. At the effective time of the merger, 39,583 shares underlying the option were vested and an additional 40,278 shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $552,638.12 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 20,139 unvested options were cancelled and converted into the right to receive a cash payment of $139,361.88, which represents the difference between $15.65 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms. |
| 9. The option provided for vesting of one-fourth of the shares on December 15, 2017 and 1/48th of the shares vest monthly thereafter. At the effective time of the merger, 55,333 shares shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $246,231.85 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 27,667 unvested options were cancelled and converted into the right to receive a cash payment of $123,118.15, which represents the difference between $15.65 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms. |
| Remarks: |
| /s/ Colleen M. Pouliot, by power of attorney | 08/01/2017 | |
| ** 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 4 (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. | ||