Xactly (XTLY) SC 13G Xactly Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.     )*

Xactly Corporation

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

98386L 101

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 98386L 101
	1	Name of Reporting Person: Rembrandt Venture Partners II, L.P. I.R.S. Identification Nos. of Above Persons (Entities Only): 20-0282660
	2	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)		o
		(b)		x
	3	SEC Use Only:
	4	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 1,860,236
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 1,860,236
	9	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,860,236
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o
	11	Percent of Class Represented by Amount in Row (9): 6.4% (1)
	12	Type of Reporting Person (See Instructions): PN

(1)Based on 29,184,462 shares of the Issuer’s Common Stock outstanding as of November 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015, filed with the Securities and Exchange Commission on December 9, 2015.

2

CUSIP No. 98386L 101
	1	Name of Reporting Person: Rembrandt Venture Partners Fund Two, L.P. I.R.S. Identification Nos. of Above Persons (Entities Only): 26-2687535
	2	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)		o
		(b)		x
	3	SEC Use Only:
	4	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 1,129,524
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 1,129,524
	9	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,129,524
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o
	11	Percent of Class Represented by Amount in Row (9): 3.9%(1)
	12	Type of Reporting Person (See Instructions): PN

(1)Based on 29,184,462 shares of the Issuer’s Common Stock outstanding as of November 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015, filed with the Securities and Exchange Commission on December 9, 2015.

3

CUSIP No. 98386L 101
	1	Name of Reporting Person: Rembrandt Venture Partners Fund Two-A, L.P. I.R.S. Identification Nos. of Above Persons (Entities Only): 26-2687565
	2	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)		o
		(b)		x
	3	SEC Use Only:
	4	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 3,394
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 3,394
	9	Aggregate Amount Beneficially Owned by Each Reporting Person: 3,394
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o
	11	Percent of Class Represented by Amount in Row (9): 0.0%(1)
	12	Type of Reporting Person (See Instructions): PN

(1)Based on 29,184,462 shares of the Issuer’s Common Stock outstanding as of November 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015, filed with the Securities and Exchange Commission on December 9, 2015.

4

CUSIP No. 98386L 101
	1	Name of Reporting Person: Rembrandt Venture Partners Opportunities Fund I, L.P. I.R.S. Identification Nos. of Above Persons (Entities Only): 47-2424725
	2	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)		o
		(b)		x
	3	SEC Use Only:
	4	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 101,733
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 101,733
	9	Aggregate Amount Beneficially Owned by Each Reporting Person: 101,733
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o
	11	Percent of Class Represented by Amount in Row (9): 0.4%(1)
	12	Type of Reporting Person (See Instructions): PN

(1)Based on 29,184,462 shares of the Issuer’s Common Stock outstanding as of November 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015, filed with the Securities and Exchange Commission on December 9, 2015.

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CUSIP No. 98386L 101
	1	Name of Reporting Person: RVP Opportunities Fund II, L.P. I.R.S. Identification Nos. of Above Persons (Entities Only): 47-3892244
	2	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)		o
		(b)		x
	3	SEC Use Only:
	4	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 375,000
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 375,000
	9	Aggregate Amount Beneficially Owned by Each Reporting Person: 375,000
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o
	11	Percent of Class Represented by Amount in Row (9): 1.3%(1)
	12	Type of Reporting Person (See Instructions): PN

(1)Based on 29,184,462 shares of the Issuer’s Common Stock outstanding as of November 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015, filed with the Securities and Exchange Commission on December 9, 2015.

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CUSIP No. 98386L 10 1
	1	Name of Reporting Person: Rembrandt Venture Partners II LLC I.R.S. Identification Nos. of Above Persons (Entities Only): 20-0967777
	2	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)		o
		(b)		o
	3	SEC Use Only:
	4	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 1,860,236
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 1,860,236
	9	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,860,236
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o
	11	Percent of Class Represented by Amount in Row (9): 6.4%(1)
	12	Type of Reporting Person (See Instructions): OO

(1)Based on 29,184,462 shares of the Issuer’s Common Stock outstanding as of November 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015, filed with the Securities and Exchange Commission on December 9, 2015.

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CUSIP No. 98386L 10 1
	1	Name of Reporting Person: Rembrandt Venture Partners Fund Two, LLC I.R.S. Identification Nos. of Above Persons (Entities Only): 26-2687511
	2	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)		o
		(b)		x
	3	SEC Use Only:
	4	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 1,132,918
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 1,132,918
	9	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,132,918
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o
	11	Percent of Class Represented by Amount in Row (9): 3.9%(1)
	12	Type of Reporting Person (See Instructions): OO

(1)Based on 29,184,462 shares of the Issuer’s Common Stock outstanding as of November 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015, filed with the Securities and Exchange Commission on December 9, 2015.

8

CUSIP No. 98386L 101
	1	Name of Reporting Person: RVP Opportunities GP I, LLC I.R.S. Identification Nos. of Above Persons (Entities Only): 47-3397058
	2	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)		o
		(b)		x
	3	SEC Use Only:
	4	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 101,733
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 101,733
	9	Aggregate Amount Beneficially Owned by Each Reporting Person: 101,733
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o
	11	Percent of Class Represented by Amount in Row (9): 0.4%(1)
	12	Type of Reporting Person (See Instructions): OO

(1)Based on 29,184,462 shares of the Issuer’s Common Stock outstanding as of November 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015, filed with the Securities and Exchange Commission on December 9, 2015.

9

CUSIP No. 98386L 101
	1	Name of Reporting Person: RVP Opportunities GP II, LLC I.R.S. Identification Nos. of Above Persons (Entities Only): 47-4355039
	2	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)		o
		(b)		o
	3	SEC Use Only:
	4	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 375,000
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 375,000
	9	Aggregate Amount Beneficially Owned by Each Reporting Person: 375,000
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o
	11	Percent of Class Represented by Amount in Row (9): 1.3%(1)
	12	Type of Reporting Person (See Instructions): OO

(1)Based on 29,184,462 shares of the Issuer’s Common Stock outstanding as of November 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015, filed with the Securities and Exchange Commission on December 9, 2015.

10

CUSIP No. 98386L 101
	1	Name of Reporting Person: Gerald S. Casilli I.R.S. Identification Nos. of Above Persons (Entities Only):
	2	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)		o
		(b)		x
	3	SEC Use Only:
	4	Citizenship or Place of Organization: United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 3,644,872
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 3,644,872
	9	Aggregate Amount Beneficially Owned by Each Reporting Person: 3,644,872
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o
	11	Percent of Class Represented by Amount in Row (9): 12.5%(1)
	12	Type of Reporting Person (See Instructions): IN

(1)Based on 29,184,462 shares of the Issuer’s Common Stock outstanding as of November 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015, filed with the Securities and Exchange Commission on December 9, 2015.

11

CUSIP No. 98386L 101
	1	Name of Reporting Person: Douglas Schrier I.R.S. Identification Nos. of Above Persons (Entities Only):
	2	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)		o
		(b)		x
	3	SEC Use Only:
	4	Citizenship or Place of Organization: United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 3,469,887
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 3,469,887
	9	Aggregate Amount Beneficially Owned by Each Reporting Person: 3,469,887
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o
	11	Percent of Class Represented by Amount in Row (9): 11.9%(1)
	12	Type of Reporting Person (See Instructions): IN

(1)Based on 29,184,462 shares of the Issuer’s Common Stock outstanding as of November 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015, filed with the Securities and Exchange Commission on December 9, 2015.

12

CUSIP No. 98386L 10 1
	1	Name of Reporting Person: Scott Irwin I.R.S. Identification Nos. of Above Persons (Entities Only):
	2	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)		o
		(b)		x
	3	SEC Use Only:
	4	Citizenship or Place of Organization: United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 1,609,651
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 1,609,651
	9	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,609,651
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o
	11	Percent of Class Represented by Amount in Row (9): 5.5%(1)
	12	Type of Reporting Person (See Instructions): IN

(1)Based on 29,184,462 shares of the Issuer’s Common Stock outstanding as of November 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015, filed with the Securities and Exchange Commission on December 9, 2015.

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Item 1
	(a)	Name of Issuer: Xactly Corporation
	(b)	Address of Issuer’s Principal Executive Offices: 300 Park Avenue, Suite 1700 San Jose, California  95110
Item 2
	(a)	Names of Persons Filing: Each of the following is a reporting person (“Reporting Person”): Rembrandt Venture Partners II, L.P. Rembrandt Venture Partners Fund Two, L.P.  Rembrandt Venture Partners Fund Two-A, L.P.  Rembrandt Venture Partners Opportunities Fund I, L.P. RVP Opportunities Fund II, L.P. Rembrandt Venture Partners II LLC Rembrandt Venture Partners Fund Two, LLC RVP Opportunities GP I, LLC RVP Opportunities GP II, LLC Gerald S. Casilli Douglas Schrier Scott Irwin
	(b)	Address or Principal Business Office or, if none, Residence: The principal business address of each Reporting Person is: c/o Rembrandt Venture Partners 600 Montgomery Street, 44th Floor San Francisco, California 94111
	(c)	Citizenship: Reference is made to the response to item 4 on each of pages 2-13 of this Schedule 13G (this “Schedule”), which responses are incorporated herein by reference.
	(d)	Title and Class of Securities: Common Stock, par value $0.0001 per share (the “Common Stock”).
	(e)	CUSIP No.: 98386L 10 1
Item 3.	If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
	Not applicable.

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Item 4.	Ownership
Reference is hereby made to the responses to items 5-9 and 11 of pages 2 - 13 of this Schedule, which responses are incorporated by reference herein.
		Ownership by the Reporting Persons is as follows:
		(i)	Rembrandt Venture Partners II, L.P. (“RVP II”) is the record holder of 1,860,236 shares of Common Stock. Messrs. Casilli and Schrier, as the managing members of Rembrandt Venture Partners II LLC, the general partner of RVP II, share voting and dispositive power with respect to the shares held by RVP II.
		(ii)	Rembrandt Venture Partners Fund Two, L.P. (“RVPF 2”) is the record holder of 1,132,918 shares of Common Stock. Messrs. Casilli, Schrier and Irwin, as the managing members of Rembrandt Venture Partners Fund Two LLC, the general partner of RVPF 2, share voting and dispositive power with respect to the shares held by RVPF 2.
		(iii)	Rembrandt Venture Partners Fund Two-A, L.P. (“RVPF 2-A”) is the record holder of 3,394 shares of Common Stock. Messrs. Casilli, Schrier and Irwin, as the managing members of Rembrandt Venture Partners Fund Two LLC, the general partner of RVPF 2-A, share voting and dispositive power with respect to the shares held by RVPF 2-A.
		(iv)	Rembrandt Venture Partners Opportunities Fund I, L.P. (“RVP Opportunities I”) is the record holder of 101,733 shares of Common Stock. Messrs Casilli, Schrier and Irwin, as the managing members of RVP Opportunities GP I, LLC, the general partner of RVP Opportunities I, share voting and dispositive power with respect to the shares held by RVP Opportunities I.
		(v)	RVP Opportunities Fund II, L.P. (“RVP Opportunities II”) is the record holder of 375,000 shares of Common Stock. Messrs Casilli, Schrier and Irwin, as the managing members of RVP Opportunities GP II, LLC, the general partner of RVP Opportunities II, share voting and dispositive power with respect to the shares held by RVP Opportunities II.
	In addition, Mr. Casilli beneficially owns 121,545 shares of Common Stock held of record by the Casilli Family Holdings, L.P., for which he serves as a partner, 48,957 shares of Common Stock held of record by Casilli Investment Partners for which Mr. Casilli serves as a partner; and 4,483 shares of Common Stock held of record by the Casilli Revocable Trust for which Mr. Casilli serves as a trustee.
Item 5.	Ownership of Five Percent or Less of a Class
Not applicable.
Item 6.	Ownership of More than 5 Percent on Behalf of Another Person
Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
Item 8.	Identification and Classification of Members of the Group
Not applicable.
Item 9.	Notice of Dissolution of Group
Not applicable.

15

Item 10.	Certifications
Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2016	REMBRANDT VENTURE PARTNERS II, L.P.
	By:	Rembrandt Venture Partners II LLC
	Its:	General Partner
	By:	/s/ Gerald S. Casilli
	Name:	Gerald S. Casilli
	Title:	Managing Member
	REMBRANDT VENTURE PARTNERS FUND TWO, L.P.
	By:	Rembrandt Venture Partners Fund Two, LLC
	Its:	General Partner
	By:	/s/ Gerald S. Casilli
	Name:	Gerald S. Casilli
	Title:	Managing Member
	REMBRANDT VENTURE PARTNERS FUND TWO-A, L.P.
	By:	Rembrandt Venture Partners Fund Two, LLC
	Its:	General Partner
	By:	/s/ Gerald S. Casilli
	Name:	Gerald S. Casilli
	Title:	Managing Member
	REMBRANDT VENTURE PARTNERS OPPORTUNITIES FUND I, L.P.
	By:	RVP Opportunities GP I, LLC
	Its:	General Partner
	By:	/s/ Gerald S. Casilli
	Name:	Gerald S. Casilli
	Title:	Managing Member
	RVP OPPORTUNITIES FUND II, L.P.
	By:	RVP Opportunities GP II, LLC
	Its:	General Partner
	By:	/s/ Gerald S. Casilli
	Name:	Gerald S. Casilli
	Title:	Managing Member

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REMBRANDT VENTURE PARTNERS II LLC
By:	/s/ Gerald S. Casilli
Name:	Gerald S. Casilli
Title:	Managing Member
REMBRANDT VENTURE PARTNERS FUND TWO, LLC
By:	/s/ Gerald S. Casilli
Name:	Gerald S. Casilli
Title:	Managing Member
RVP OPPORTUNITIES GP I, LLC
By:	/s/ Gerald S. Casilli
Name:	Gerald S. Casilli
Title:	Managing Member
RVP OPPORTUNITIES GP II, LLC
By:	/s/ Gerald S. Casilli
Name:	Gerald S. Casilli
Title:	Managing Member
/s/ Gerald S. Casilli
Gerald S. Casilli
/s/ Douglas Schrier
Douglas Schrier
/s/ Scott Irwin
Scott Irwin

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