Gerald S Casilli Form 3 Xactly / GERALD S CASILLI 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

CASILLI GERALD S

(Last) (First) (Middle)

C/O REMBRANDT VENTURE PARTNERS

600 MONTGOMERY STREET, 44TH FLOOR

(Street)

SAN FRANCISCO CA 94111

(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	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)

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)

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 F Convertible Preferred Stock Warrant (right to buy)	(1)	(1)	Series F Convertible Preferred Stock(2)	55,785	9.83	I	See footnote(3)
Series F Convertible Preferred Stock Warrant (right to buy)	(1)	(1)	Series F Convertible Preferred Stock(2)	167	9.83	I	See footnote(4)
Series F Convertible Preferred Stock Warrant (right to buy)	(1)	(1)	Series F Convertible Preferred Stock(2)	25,433	9.83	I	See footnote(5)
Series F Convertible Preferred Stock Warrant (right to buy)	(1)	(1)	Series F Convertible Preferred Stock(2)	1,681	9.83	I	See footnote(6)
Series F Convertible Preferred Stock Warrant (right to buy)	(1)	(1)	Series F Convertible Preferred Stock(2)	1,120	9.83	I	See footnote(7)

Explanation of Responses:

1. The Series F Convertible Preferred Stock Warrant is immediately exercisable and expires upon completion of the Issuer's initial public offering of common stock.

2. 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.

3. The reported securities are held of record by Rembrandt Venture Partners Fund Two, L.P. (RVPF 2). Messrs. Casilli and Schrier and Scott 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 and warrants held by RVPF 2. Messrs. Casilli, Schrier and Irwin disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.

4. The reported securities are held of record by Rembrandt Venture Partners Fund Two-A, L.P. (RVPF 2-A). The Reporting Person, a managing member of Rembrandt Venture Partners Fund Two, LLC, the general partner of RVPF 2-A, shares voting and dispositive power with respect to the shares and warrants held by RVPF 2-A. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.

5. The reported securities are held of record by Rembrandt Venture Partners Opportunities Fund I, L.P. (RVP Opportunities). Messrs. Casilli, Schrier and Irwin, as the managing members of Rembrandt Venture Partners Opportunities GP I, LLC, the general partner of RVP Opportunities, share voting and dispositive power with respect to the shares and warrants held by RVP Opportunities. Messrs. Casilli, Schrier and Irwin disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.

6. The reported securities are held of record by the Casilli Family Holdings for which the the Reporting Person serves as a partner. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.

7. The reported securities are held of record by the Casilli Revocable Trust for which the the Reporting Person serves as a trustee. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.

Remarks:

This report is the second of two reports, each on a separate Form 3, but relating to the same transaction being filed by Gerald S. Casilli.

	/s/ Gerald S. Casilli	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.