Alloy Ventures 2005 Form 3 Xactly / Bona Tony Di 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^*

Alloy Ventures 2005, LLC

(Last) (First) (Middle)

400 HAMILTON AVENUE,

4TH FLOOR

(Street)

PALO ALTO CA 94301

(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)

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

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)

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 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^*

Alloy Ventures 2005, LLC

(Last) (First) (Middle)

400 HAMILTON AVENUE,

4TH FLOOR

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ALLOY VENTURES 2005 LP

(Last) (First) (Middle)

400 HAMILTON AVENUE,

4TH FLOOR

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TAYLOR CRAIG C

(Last) (First) (Middle)

400 HAMILTON AVENUE,

4TH FLOOR

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KELLY DOUGLAS E

(Last) (First) (Middle)

400 HAMILTON AVENUE,

4TH FLOOR

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rubin Daniel

(Last) (First) (Middle)

400 HAMILTON AVENUE,

4TH FLOOR

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hunkapiller Michael

(Last) (First) (Middle)

400 HAMILTON AVENUE,

4TH FLOOR

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hanafi Ammar

(Last) (First) (Middle)

400 HAMILTON AVENUE,

4TH FLOOR

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Di Bona Tony

(Last) (First) (Middle)

400 HAMILTON AVENUE,

4TH FLOOR

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

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
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