Xactly Corporation
|
Common Stock, par value $0.001 per share
|
98386L101
|
December 31, 2015
|
CUSIP No. 98386L101
|
13G
|
Page 2 of 10 Pages
|
1.
|
Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only).
Outlook Ventures II-Q, L.P.
94-3333431
|
|||
2.
|
Check the Appropriate Box if a Member of a Group
|
(a) x
(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
1,402,610
|
|||
7.
|
Sole Dispositive Power
-0-
|
|||
8.
|
Shared Dispositive Power
1,402,610
|
|||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,402,610
|
|||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o Not Applicable
|
|||
11.
|
Percent of Class Represented by Amount in Row (9)
Approximately 4.8% (based on the 29,184,462 shares of common stock outstanding as of November 30, 2015, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2015).
|
|||
12.
|
Type of Reporting Person
PN
|
CUSIP No. 83013P105
|
13G
|
Page 3 of 10 Pages
|
1.
|
Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only).
Outlook Ventures II-N, L.P.
94-3333430
|
|||
2.
|
Check the Appropriate Box if a Member of a Group
|
(a) x
(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
304,740
|
|||
7.
|
Sole Dispositive Power
-0-
|
|||
8.
|
Shared Dispositive Power
304,740
|
|||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
304,740
|
|||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o Not Applicable
|
|||
11.
|
Percent of Class Represented by Amount in Row (9)
Approximately 1.0% (based on the 29,184,462 shares of common stock outstanding as of November 30, 2015, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2015).
|
|||
12.
|
Type of Reporting Person
PN
|
CUSIP No. 83013P105
|
13G
|
Page 4 of 10 Pages
|
1.
|
Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only).
Outlook Ventures II-P, L.P.
94-3333433
|
|||
2.
|
Check the Appropriate Box if a Member of a Group
|
(a) x
(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
22,484
|
|||
7.
|
Sole Dispositive Power
-0-
|
|||
8.
|
Shared Dispositive Power
22,484
|
|||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
22,484
|
|||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o Not Applicable
|
|||
11.
|
Percent of Class Represented by Amount in Row (9)
Less than 1% (based on the 29,184,462 shares of common stock outstanding as of November 30, 2015, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2015).
|
|||
12.
|
Type of Reporting Person
PN
|
CUSIP No. 83013P105
|
13G
|
Page 5 of 10 Pages
|
1.
|
Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only).
Outlook Ventures II, LLC
93-3333429
|
|||
2.
|
Check the Appropriate Box if a Member of a Group
|
(a) x
(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
1,729,834*
|
|||
7.
|
Sole Dispositive Power
-0-
|
|||
8.
|
Shared Dispositive Power
1,729,834*
|
|||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,729,834*
|
|||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o Not Applicable
|
|||
11.
|
Percent of Class Represented by Amount in Row (9)
Approximately 5.9% (based on the 29,184,462 shares of common stock outstanding as of November 30, 2015, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2015).
|
|||
12.
|
Type of Reporting Person
OO
|
CUSIP No. 83013P105
|
13G
|
Page 6 of 10 Pages
|
1.
|
Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only).
Carl Nichols
|
|||
2.
|
Check the Appropriate Box if a Member of a Group
|
(a) x
(b) o
|
||
3.
|
SEC Use Only
|
|||
4.
|
Citizenship or Place of Organization
U.S.A
|
|||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole Voting Power
-0-
|
||
6.
|
Shared Voting Power
1,729,834*
|
|||
7.
|
Sole Dispositive Power
-0-
|
|||
8.
|
Shared Dispositive Power
1,729,834*
|
|||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,729,834*
|
|||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o Not Applicable
|
|||
11.
|
Percent of Class Represented by Amount in Row (9)
Approximately 5.9% (based on the 29,184,462 shares of common stock outstanding as of November 30, 2015, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2015).
|
|||
12.
|
Type of Reporting Person
IN
|
CUSIP No. 83013P105
|
13G
|
Page 7 of 10 Pages
|
1.
|
Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only).
Randy Haykin
|
|||
2.
|
Check the Appropriate Box if a Member of a Group
|
(a) x
(b) o
|
||
3.
|
SEC Use Only
|
|||
4.
|
Citizenship or Place of Organization
U.S.A.
|
|||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole Voting Power
-0-
|
||
6.
|
Shared Voting Power
1,729,834*
|
|||
7.
|
Sole Dispositive Power
-0-
|
|||
8.
|
Shared Dispositive Power
1,729,834*
|
|||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,729,834*
|
|||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o Not Applicable
|
|||
11.
|
Percent of Class Represented by Amount in Row (9)
Approximately 5.9% (based on the 29,184,462 shares of common stock outstanding as of November 30, 2015, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2015).
|
|||
12.
|
Type of Reporting Person
IN
|
CUSIP No. 83013P105
|
13G
|
Page 8 of 10 Pages
|
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, California 95110
|
|
Item 2(a).
|
Name of Persons Filing:
|
1. Outlook Ventures II-Q, L.P. (“OV II-Q”)
2. Outlook Ventures II-N, L.P. (“OV II-N”)
3. Outlook Ventures II-P, L.P. (“OV II-P”)
4. Outlook Ventures II, LLC (“OV II”)
5. Carl Nichols
6. Randy Haykin
|
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
3000F Danville Boulevard, Suite 110, Alamo, California, 94507
|
|
Item 2(c).
|
Citizenship:
|
1. OV II-Q, OV II-N, OV II-P and OV II – Delaware
2. Messrs. Nichols and Haykin – U.S.A.
|
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, par value $0.001 per share
|
|
Item 2(e).
|
CUSIP Number:
|
83013P105
|
Item 3.
|
If this statement is filed pursuant to Rule 13(d)-1(b), or 13(d)-2(b), or (c), check whether the person filing is a:
|
(a)
|
oBroker or dealer registered under Section 15 of the Exchange Act.
|
(b)
|
oBank as defined in Section 3(a)(6) of the Exchange Act.
|
(c)
|
oInsurance company as defined in Section 3(a)(19) of the Exchange Act.
|
(d)
|
oInvestment company registered under Section 8 of the Investment Company Act of 1940.
|
(e)
|
oAn investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
(f)
|
oAn employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
(g)
|
oA parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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CUSIP No. 83013P105
|
13G
|
Page 9 of 10 Pages
|
(h)
|
oA savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
(i)
|
oA church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
|
(j)
|
oGroup, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
(a)
|
Amount beneficially owned:
|
||||
See Items 5-9 on the cover sheets of this Schedule 13G.
|
|||||
(b)
|
Percent of class:
|
||||
See Item 11 on the cover sheets of this Schedule 13G.
|
|||||
(c)
|
Number of shares as to which each person has:
|
||||
(i)
|
Sole power to vote or to direct the vote
|
-0-
|
|||
(ii)
|
Shared power to vote or to direct the vote
|
OV II-Q: 1,402,610
OV II-N: 304,740
OV II-P: 22,484
OV II, Mr. Nichols and Mr. Haykin: 1,729,834
|
|||
(iii)
|
Sole power to dispose or to direct the disposition of
|
-0-
|
|||
(iv)
|
Shared power to dispose or to direct the disposition of
|
OV II-Q: 1,402,610
OV II-N: 304,740
OV II-P: 22,484
OV II, Mr. Nichols and Mr. Haykin: 1,729,834
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
CUSIP No. 83013P105
|
13G
|
Page 10 of 10 Pages
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution Group.
|
Item 10.
|
Certification.
|
13G
|
SIGNATURES
|
February 12, 2016
|
||
(Date)
|
|
|
/s/ Carl Nichols | ||
(Signature)
|
|
|
Outlook Ventures II-Q, L.P.
By: Outlook Ventures II, LLC, as general partner
|
Outlook Ventures II-P, L.P.
By: Outlook Ventures II, LLC, as general partner
|
|
By: Carl Nichols, Managing Director
|
By: Carl Nichols, Managing Director
|
|
(Name/Title)
|
(Name/Title)
|
|
February 12, 2016
|
February 12, 2016
|
|
(Date)
|
(Date)
|
|
/s/ Carl Nichols | /s/ Carl Nichols | |
(Signature)
|
(Signature)
|
|
Outlook Ventures II-N, L.P.
By: Outlook Ventures II, LLC, as general partner
|
.
Outlook Ventures II, LLC
|
|
By: Carl Nichols, Managing Director
|
By: Carl Nichols, Managing Director
|
|
(Name/Title)
|
(Name/Title)
|
|
February 12, 2016 | ||
(Date) | ||
/s/ Carl Nichols | ||
(Signature) |
February 10, 2016
|
(Date)
|
/s/ Carl Nichols |
(Signature)
|
Carl Nichols
|
(Name)
|
/s/ Randy Haykin |
(Signature)
|
Randy Haykin
|
(Name)
|
February 12, 2016
|
|
|
(Date)
|
||
/s/ Carl Nichols | ||
(Signature)
|
||
Outlook Ventures II-Q, L.P.
By: Outlook Ventures II, LLC, as general partner
|
Outlook Ventures II-P, L.P.
By: Outlook Ventures II, LLC, as general partner
|
|
By: Carl Nichols, Managing Director
|
By: Carl Nichols, Managing Director
|
|
(Name/Title)
|
(Name/Title)
|
|
February 12, 2016
|
February 12, 2016
|
|
(Date)
|
(Date)
|
|
/s/ Carl Nichols | /s/ Carl Nichols | |
(Signature)
|
(Signature)
|
|
Outlook Ventures II-N, L.P.
By: Outlook Ventures II, LLC, as general partner
|
.
Outlook Ventures II, LLC
|
|
By: Carl Nichols, Managing Director
|
By: Carl Nichols, Managing Director
|
|
(Name/Title)
|
(Name/Title)
|
|
February 12, 2016
|
||
(Date)
|
||
/s/ Carl Nichols | ||
(Signature)
|
February 12, 2016
|
(Date)
|
/s/ Carl Nichols |
(Signature)
|
Carl Nichols
|
(Name)
|
/s/ Randy Haykin |
(Signature)
|
Randy Haykin
|
(Name)
|