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*
(Street)
| 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)
| 5. 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 Beneficially Owned | |||
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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) | |||||||
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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 A Convertible Preferred Stock | (1) | (1) | Common Stock | 5,398 | (1) | I | See footnote(2) |
Series B Convertible Preferred Stock | (3) | (3) | Common Stock | 2,858 | (3) | I | See footnote(2) |
Series C Convertible Preferred Stock | (4) | (4) | Common Stock | 1,772,524 | (4) | I | See footnote(2) |
Series D Convertible Preferred Stock | (5) | (5) | Common Stock | 460,281 | (5) | I | See footnote(2) |
Series D-1 Convertible Preferred Stock | (6) | (6) | Common Stock | 105,168 | (6) | I | See footnote(2) |
Series F Convertible Preferred Stock | (7) | (7) | Common Stock | 40,693 | (7) | I | See footnote(2) |
Series F Convertible Preferred Stock Warrant (right to buy) | (8) | (8) | Series F Convertible Preferred Stock(7) | 10,173 | 9.83 | I | See footnote(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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. All shares are held of record by Alloy Ventures 2005, L.P. ("Alloy Ventures 2005"). Craig C. Taylor, Douglas E. Kelly, John F. Shoch, Tony Di Bona, Daniel Rubin, Michael W. Hunkapiller and Ammar H. Hanafi are the managing members of Alloy Ventures 2005, LLC, the general partner of Alloy Ventures 2005, and share voting and dispositive power over the shares held by Alloy Ventures 2005. Each of the Reporting Persons disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that any Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
3. 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. |
4. 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. |
5. 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. |
6. 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. |
7. The Series F 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. |
8. The Series F Convertible Preferred Stock Warrant is immediately exercisable and expires upon completion of the Issuer's initial public offering of common stock. |
Remarks: |
/s/ Tony Di Bona, managing member of Alloy Ventures 2005, LLC | 06/25/2015 | |
/s/ Tony Di Bona, managing member of Alloy Ventures 2005, LLC, the general partner of Alloy Ventures 2005, L.P. | 06/25/2015 | |
/s/ Tony Di Bona by power of attorney for Craig C. Taylor | 06/25/2015 | |
/s/ Tony Di Bona by power of attorney for Douglas E. Kelly | 06/25/2015 | |
/s/ Tony Di Bona by power of attorney for John F. Shoch | 06/25/2015 | |
/s/ Tony Di Bona by power of attorney for Daniel Rubin | 06/25/2015 | |
/s/ Tony Di Bona by power of attorney for Michael W. Hunkapiller | 06/25/2015 | |
/s/ Tony Di Bona by power of attorney for Ammar H. Hanafi | 06/25/2015 | |
/s/ Tony Di Bona | 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. |