SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rembrandt Venture Partners II, LLC

(Last)

(First)

(Middle)

C/O REMBRANDT VENTURE PARTNERS

600 MONTGOMERY STREET, 44TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Xactly Corp [ XTLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2015

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2015		C		1,860,236	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	1,860,236	I	See footnote⁽⁷⁾
Common Stock	07/01/2015		C		1,129,524	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	1,129,524	I	See footnote⁽⁸⁾
Common Stock	07/01/2015		C		3,394	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	3,394	I	See footnote⁽⁹⁾
Common Stock	07/01/2015		C		101,733	A	⁽⁶⁾	101,733	I	See footnote⁽¹⁰⁾
Common Stock	07/01/2015		P		375,000	A	$8	375,000	I	See footnote⁽¹¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	07/01/2015		C			938,323	⁽¹⁾	⁽¹⁾	Common Stock	938,323	$0.00	0	I	See footnote⁽⁷⁾
Series A Convertible Preferred Stock	⁽¹⁾	07/01/2015		C			5,894	⁽¹⁾	⁽¹⁾	Common Stock	5,894	$0.00	0	I	See footnote⁽⁸⁾
Series A Convertible Preferred Stock	⁽¹⁾	07/01/2015		C			17	⁽¹⁾	⁽¹⁾	Common Stock	17	$0.00	0	I	See footnote⁽⁹⁾
Series B Convertible Preferred Stock	⁽²⁾	07/01/2015		C			370,325	⁽²⁾	⁽²⁾	Common Stock	370,325	$0.00	0	I	See footnote⁽⁷⁾
Series B Convertible Preferred Stock	⁽²⁾	07/01/2015		C			72,589	⁽²⁾	⁽²⁾	Common Stock	72,589	$0.00	0	I	See footnote⁽⁸⁾
Series B Convertible Preferred Stock	⁽²⁾	07/01/2015		C			217	⁽²⁾	⁽²⁾	Common Stock	217	$0.00	0	I	See footnote⁽⁹⁾
Series C Convertible Preferred Stock	⁽³⁾	07/01/2015		C			209,761	⁽³⁾	⁽³⁾	Common Stock	209,761	$0.00	0	I	See footnote⁽⁷⁾
Series C Convertible Preferred Stock	⁽³⁾	07/01/2015		C			130,990	⁽³⁾	⁽³⁾	Common Stock	130,990	$0.00	0	I	See footnote⁽⁸⁾
Series C Convertible Preferred Stock	⁽³⁾	07/01/2015		C			393	⁽³⁾	⁽³⁾	Common Stock	393	$0.00	0	I	See footnote⁽⁹⁾
Series D Convertible Preferred Stock	⁽⁴⁾	07/01/2015		C			295,919	⁽⁴⁾	⁽⁴⁾	Common Stock	295,919	$0.00	0	I	See footnote⁽⁷⁾
Series D Convertible Preferred Stock	⁽⁴⁾	07/01/2015		C			603,313	⁽⁴⁾	⁽⁴⁾	Common Stock	603,313	$0.00	0	I	See footnote⁽⁸⁾
Series D Convertible Preferred Stock	⁽⁴⁾	07/01/2015		C			1,815	⁽⁴⁾	⁽⁴⁾	Common Stock	1,815	$0.00	0	I	See footnote⁽⁹⁾
Series D-1 Convertible Preferred Stock	⁽⁵⁾	07/01/2015		C			45,908	⁽⁵⁾	⁽⁵⁾	Common Stock	45,908	$0.00	0	I	See footnote⁽⁷⁾
Series D-1 Convertible Preferred Stock	⁽⁵⁾	07/01/2015		C			93,596	⁽⁵⁾	⁽⁵⁾	Common Stock	93,596	$0.00	0	I	See footnote⁽⁸⁾
Series D-1 Convertible Preferred Stock	⁽⁵⁾	07/01/2015		C			281	⁽⁵⁾	⁽⁵⁾	Common Stock	281	$0.00	0	I	See footnote⁽⁹⁾
Series F Convertible Preferred Stock	⁽⁶⁾	07/01/2015		C			223,142	⁽⁶⁾	⁽⁶⁾	Common Stock	223,142	$0.00	0	I	See footnote⁽⁸⁾
Series F Convertible Preferred Stock	⁽⁶⁾	07/01/2015		C			671	⁽⁶⁾	⁽⁶⁾	Common Stock	671	$0.00	0	I	See footnote⁽⁹⁾
Series F Convertible Preferred Stock	⁽⁶⁾	07/01/2015		C			101,733	⁽⁶⁾	⁽⁶⁾	Common Stock	101,733	$0.00	0	I	See footnote⁽¹⁰⁾

1. Name and Address of Reporting Person^*

Rembrandt Venture Partners II, LLC

(Last)

(First)

(Middle)

C/O REMBRANDT VENTURE PARTNERS

600 MONTGOMERY STREET, 44TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

REMBRANDT VENTURE PARTNERS II L P

(Last)

(First)

(Middle)

600 MONTGOMERY STREET

44TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Rembrandt Venture Partners Fund Two, LLC

(Last)

(First)

(Middle)

600 MONTGOMERY STREET

44TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

REMBRANDT VENTURE PARTNERS FUND TWO LP

(Last)

(First)

(Middle)

600 MONTGOMERY STREET

44TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

REMBRANDT VENTURE PARTNERS FUND TWO-A LP

(Last)

(First)

(Middle)

600 MONTGOMERY STREET

44TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Rembrandt Venture Partners Opportunities GP I, L.L.C.

(Last)

(First)

(Middle)

600 MONTGOMERY STREET

44TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

REMBRANDT VENTURE PARTNERS OPPORTUNITIES FUND I, L.P.

(Last)

(First)

(Middle)

600 MONTGOMERY STREET

44TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RVP Opportunities GP II, LLC

(Last)

(First)

(Middle)

600 MONTGOMERY STREET,

44TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RVP Opportunities Fund II, L.P.

(Last)

(First)

(Middle)

600 MONTGOMERY STREET,

44TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The Series A Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.

2. The Series B Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.

3. The Series C Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.

4. The Series D Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.

5. The Series D-1 Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.

6. The Series F Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.

7. The reported securities are held of record by Rembrandt Venture Partners II, L.P. (RVP II). Gerald S. Casilli, a director of the Issuer, and Douglas Schrier, as the managing members of Rembrandt Venture Partners II LLC, the general partner of RVP II, share voting and dispositive power with respect to the shares held by RVP II. Messrs. Casilli and Schrier disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.

8. 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 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.

9. The reported securities are held of record by Rembrandt Venture Partners Fund Two-A, L.P. (RVPF 2-A). Messrs. Casilli, Schrier and Irwin, as the managing members of Rembrandt Venture Partners Fund Two, LLC, the general partner of RVPF 2-A, share voting and dispositive power with respect to the shares held by RVPF 2-A. Messrs. Casilli, Schrier and Irwin disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.

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

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

Remarks:

	/s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners II LLC	07/01/2015
	/s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners II LLC, the general partner of Rembrandt Venture Partners II, L.P.	07/01/2015
	/s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners Fund Two, LLC	07/01/2015
	/s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners Fund Two, LLC, the general partner of Rembrandt Venture Partners Fund Two, L.P.	07/01/2015
	/s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners Fund Two, LLC, the general partner of Rembrandt Venture Partners Fund Two-A, L.P.	07/01/2015
	/s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners Opportunities GP I, LLC	07/01/2015
	/s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners Opportunities GP I, LLC, the general partner of Rembrandt Venture Partners Opportunities Fund I, L.P.	07/01/2015
	/s/ Gerald S. Casilli, a managing member of RVP Opportunities GP II, LLC	07/01/2015
	/s/ Gerald S. Casilli, a managing member of RVP Opportunities GP II, LLC, the general partner of RVP Opportunities Fund II, L.P.	07/01/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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