0001144204-16-080768.txt : 20160211 0001144204-16-080768.hdr.sgml : 20160211 20160211143805 ACCESSION NUMBER: 0001144204-16-080768 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160211 DATE AS OF CHANGE: 20160211 GROUP MEMBERS: BAY MANAGEMENT CO X, LLC GROUP MEMBERS: BAY PARTNERS X ENTREPRENEURS FUND, L.P. GROUP MEMBERS: NEAL DEMPSEY GROUP MEMBERS: STUART G. PHILLIPS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Xactly Corp CENTRAL INDEX KEY: 0001322554 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 113744289 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89339 FILM NUMBER: 161410946 BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE, SUITE 1700 CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: (408) 977-3132 MAIL ADDRESS: STREET 1: 300 PARK AVENUE, SUITE 1700 CITY: SAN JOSE STATE: CA ZIP: 95110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAY PARTNERS X LP CENTRAL INDEX KEY: 0001130813 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 10600 NORTH DEANZA BLVD STREET 2: STE 100 CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4087252444 SC 13G 1 v431040_sc13g.htm SC 13G

  

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. __)*

 

Xactly Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

98386L101

(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:

 

¨Rule 13d-1(b)

 

¨Rule 13d-1(c)

 

xRule 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).

 

Page 1 of 12 Pages

Exhibit Index Contained on Page 11

 

 

 

 

CUSIP NO. 98386L101 13 G Page  2 of 12

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

Bay Partners X, L.P. (“Bay X”)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)     ¨     (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
2,315,466 shares, except that Bay Management Company X, LLC (“Bay X GP”), the general partner of Bay X, may be deemed to have sole power to vote these shares, and Neal Dempsey (“Dempsey”) and Stuart G. Phillips (“Phillips”), the managers of Bay X GP, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
2,315,466 shares, except that Bay X GP, the general partner of Bay X, may be deemed to have sole power to dispose of these shares, and Dempsey and Phillips, the managers of Bay X GP, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                             2,315,466
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)                                                                              ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                                                                                                                                                    7.9%
12 TYPE OF REPORTING PERSON (See Instructions)
                                                                                                                                                    PN

 

 

 

  

CUSIP NO. 98386L101 13 G Page  3 of 12

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

Bay Partners X Entrepreneurs Fund, L.P. (“Bay X Entrepreneurs”)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)     ¨     (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
128,293 shares, except that Bay X GP, the general partner of Bay X Entrepreneurs, may be deemed to have sole power to vote these shares, and Dempsey and Phillips, the managers of Bay X GP, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
128,293 shares, except that Bay X GP, the general partner of Bay X Entrepreneurs, may be deemed to have sole power to dispose of these shares, and Dempsey and Phillips, the managers of Bay X GP, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                             128,293
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)                                                                              ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                                                                                                                                                    0.4%
12 TYPE OF REPORTING PERSON (See Instructions)
                                                                                                                                                    PN

 

 

 

 

CUSIP NO. 98386L101 13 G Page  4 of 12

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

Bay Management Company X, LLC


2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)     ¨     (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
2,443,759 shares, of which 2,315,466 are directly owned by Bay X and 128,293 are directly owned by Bay X Entrepreneurs.  Bay X GP, the general partner of Bay X and Bay X Entrepreneurs, may be deemed to have sole power to vote these shares, and Dempsey and Phillips, the managers of Bay X GP, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
2,443,759 shares, of which 2,315,466 are directly owned by Bay X and 128,293 are directly owned by Bay X Entrepreneurs.  Bay X GP, the general partner of Bay X and Bay X Entrepreneurs, may be deemed to have sole power to dispose of these shares, and Dempsey and Phillips, the managers of Bay X GP, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                               2,443,759
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)                                                                              ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                                                                                                                                                      8.4%
12 TYPE OF REPORTING PERSON (See Instructions)
                                                                                                                                                      OO

 

 

 

 

CUSIP NO. 98386L101 13 G Page  5 of 12

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

 

Neal Dempsey

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)     ¨     (b)     x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

          U.S. Citizen

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
2,443,759 shares, of which 2,315,466 are directly owned by Bay X and 128,293 are directly owned by Bay X Entrepreneurs.  Bay X GP is the general partner of Bay X and Bay X Entrepreneurs, and Dempsey, a manager of Bay X GP, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
2,443,759 shares, of which 2,315,466 are directly owned by Bay X and 128,293 are directly owned by Bay X Entrepreneurs.  Bay X GP is the general partner of Bay X and Bay X Entrepreneurs, and Dempsey, a manager of Bay X GP, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                             2,443,759
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)                                                                              ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                                                                                                                                                    8.4%
12 TYPE OF REPORTING PERSON (See Instructions)                                                              IN

 

 

 

 

CUSIP NO. 98386L101 13 G Page  6 of 12

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

 

Stuart G. Phillips

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)     ¨     (b)     x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
2,443,759 shares, of which 2,315,466 are directly owned by Bay X and 128,293 are directly owned by Bay X Entrepreneurs.  Bay X GP is the general partner of Bay X and Bay X Entrepreneurs, and Phillips, a manager of Bay X GP, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
0 shares.
  8 SHARED DISPOSITIVE POWER
2,443,759 shares, of which 2,315,466 are directly owned by Bay X and 128,293 are directly owned by Bay X Entrepreneurs.  Bay X GP is the general partner of Bay X and Bay X Entrepreneurs, and Phillips, a manager of Bay X GP, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                             2,443,759
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)                                                                              ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                                                                                                                                                    8.4%
12 TYPE OF REPORTING PERSON (See Instructions)                                                               IN

 

 

 

 

  

CUSIP NO. 98386L101 13 G Page  7 of 12

 

ITEM 1(A).NAME OF ISSUER

 

Xactly Corporation

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

300 Park Avenue, Suite 1700

San Jose, CA 95110

 

ITEM 2(A).NAME OF PERSONS FILING

 

This Statement is filed by Bay Partners X, L.P., a Delaware limited partnership (“Bay X”), Bay Partners X Entrepreneurs Fund, L.P., a Delaware limited partnership (“Bay X Entrepreneurs”), Bay Management Company X, LLC, a Delaware limited liability company (“Bay X GP”), and Neal Dempsey (“Dempsey”) and Stuart G. Phillips (“Phillips”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

Bay X GP, the general partner of Bay X and Bay X Entrepreneurs, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Bay X and Bay X Entrepreneurs. Dempsey and Phillips are the managers of Bay X GP and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by Bay X and Bay X Entrepreneurs.

 

ITEM 2(B).ADDRESS OF PRINCIPAL BUSINESS OFFICE

 

The address for each of the Reporting Persons is:

 

Bay Partners

2180 Sand Hill Road, Suite 345

Menlo Park, California 94025

 

ITEM 2(C)CITIZENSHIP

 

Bay X and Bay X Entrepreneurs are Delaware limited partnerships. Bay X GP is a Delaware limited liability company. Dempsey and Phillips are United States citizens.

 

ITEM 2(D) AND (E).TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

 

Common Stock

CUSIP # 98386L101

 

ITEM 3.Not Applicable.

 

ITEM 4.OWNERSHIP

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

 

 

  

CUSIP NO. 98386L101 13 G Page  8 of 12

 

(a)Amount beneficially owned:

 

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

 

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

 

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for each Reporting Person.

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

Not applicable.

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

Under certain circumstances set forth in the limited partnership agreements of Bay X and Bay X Entrepreneurs, and the limited liability company agreement of Bay X GP, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable.

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

Not applicable.

 

ITEM 9.NOTICE OF DISSOLUTION OF GROUP.

 

Not applicable.

  

 

 

 

CUSIP NO. 98386L101 13 G Page  9 of 12

 

ITEM 10.CERTIFICATION.

 

Not applicable.

 

 

 

  

CUSIP NO. 98386L101 13 G Page  10 of 12

 

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 9, 2016  
   
Bay Partners X, L.P. /s/ Neal Dempsey
By Bay Management Company X, LLC Neal Dempsey
Its General Partner Manager
   
Bay Partners X Entrepreneurs Fund, L.P. /s/ Neal Dempsey
By Bay Management Company X, LLC Neal Dempsey
Its General Partner Manager
   
Neal Dempsey /s/ Neal Dempsey
  Neal Dempsey
   
Stuart G. Phillips /s/ Stuart G. Phillips
  Stuart G. Phillips

 

 

 

  

CUSIP NO. 98386L101 13 G Page  11 of 12

 

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit Numbered Page
     
Exhibit A:  Agreement of Joint Filing   12

 

 

 

  

CUSIP NO. 98386L101 13 G Page  12 of 12

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Xactly Corporation shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date:  February 9, 2016  
   
Bay Partners X, L.P. /s/ Neal Dempsey
By Bay Management Company X, LLC Neal Dempsey
Its General Partner Manager
   
Bay Partners X Entrepreneurs Fund, L.P. /s/ Neal Dempsey
By Bay Management Company X, LLC Neal Dempsey
Its General Partner Manager
   
Neal Dempsey /s/ Neal Dempsey
  Neal Dempsey
   
Stuart G. Phillips /s/ Stuart G. Phillips
  Stuart G. Phillips