0000899243-17-019457.txt : 20170801 0000899243-17-019457.hdr.sgml : 20170801 20170801204856 ACCESSION NUMBER: 0000899243-17-019457 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170731 FILED AS OF DATE: 20170801 DATE AS OF CHANGE: 20170801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Consul Joseph C CENTRAL INDEX KEY: 0001645665 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37451 FILM NUMBER: 17998103 MAIL ADDRESS: STREET 1: C/O XACTLY CORPORATION STREET 2: 300 PARK AVENUE SUITE 1700 CITY: SAN JOSE STATE: CA ZIP: 95110 ISSUER: 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 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-07-31 1 0001322554 Xactly Corp XTLY 0001645665 Consul Joseph C C/O XACTLY CORPORATION 300 PARK AVENUE, SUITE 1700 SAN JOSE CA 95110 0 1 0 0 CFO, Treasurer & Asst. Sec. Common Stock 2017-07-28 5 A 0 E 1000 5.30 A 236679 D Common Stock 2017-07-31 4 D 0 187154 D 49525 D Common Stock 2017-07-31 4 D 0 49525 D 0 D Employee Stock Option (right to buy) 7.76 2017-07-31 4 D 0 29323 0.00 D 2024-12-11 Common Stock 29323 0 D Employee Stock Option (right to buy) 8.73 2017-07-31 4 D 0 96879 0.00 D 2025-12-15 Common Stock 96879 0 D Employee Stock Option (right to buy) 11.20 2017-07-31 4 D 0 72000 0.00 D 2026-12-15 Common Stock 72000 0 D The shares were acquired under the Issuer's 2015 Employee Stock Purchase Plan in a transaction exempt under both Rule 16b-3(d) and Rule 16b-3(c). Pursuant to the Agreement and Plan of Merger between the Issuer, Excalibur Parent, LLC and Excalibur Merger Sub, Inc. dated May 29, 2017, as amended on June 20, 2017 (the "Merger Agreement"), each share of Issuer common stock was exchanged for $15.65 in cash. The shares are represented by restricted stock units, or RSUs. Pursuant to Merger Agreement, 33,015 RSUs vested in full immediately prior to the effective time of the merger and were cancelled in exchange for a cash payment of $516,684.75, which represents $15.65 for each outstanding vested unit. The remaining 16,510 unvested RSUs were cancelled and converted into the right to receive a cash payment of $258,381.50, which represents $15.65 for each outstanding unvested unit which will vest and be payable at the same time as the unvested RSUs for which such cash amount was exchanged would have vested pursuant to its terms. The option provided for vesting of one-fourth of the shares on December 11, 2015 and 1/48th of the shares vest monthly thereafter. At the effective time of the merger, 16,041 shares underlying the option were vested and an additional 8,854 shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $196,421.55 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 4,428 unvested options were cancelled and converted into the right to receive a cash payment of $34,936.92, which represents the difference between $15.65 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms. The option provided for vesting of one-fourth of the shares on December 15, 2016 and 1/48th of the shares vest monthly thereafter. At the effective time of the merger, 36,462 shares underlying the option were vested and an additional 40,278 shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $531,040.80 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 20,139 unvested options were cancelled and converted into the right to receive a cash payment of $139,361.88, which represents the difference between $15.65 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms. The option provided for vesting of one-fourth of the shares on December 15, 2017 and 1/48th of the shares vest monthly thereafter. At the effective time of the merger, 48,000 shares shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $213,600.00 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 24,000 unvested options were cancelled and converted into the right to receive a cash payment of $106,800.00, which represents the difference between $15.65 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms. /s/ Colleen M. Pouliot, by power of attorney 2017-08-01