Sec Form 4 Filing - CABRERA CHRISTOPHER @ Xactly Corp - 2017-03-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CABRERA CHRISTOPHER
2. Issuer Name and Ticker or Trading Symbol
Xactly Corp [ XTLY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O XACTLY CORPORATION, 300 PARK AVENUE, SUITE 1700
3. Date of Earliest Transaction (MM/DD/YY)
03/31/2017
(Street)
SAN JOSE, CA95110
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 03/31/2017 M 2,500 A $ 0.68 134,405 D
Common Stock 03/31/2017 S( 1 ) 2,500 D $ 12 131,905 D
Common Stock 535,879 I See footnote ( 2 )
Common Stock 25,000 I See footnote ( 3 )
Common Stock 25,000 I See footnote ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securit ies
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 0.68 03/31/2017 M 2,500 ( 5 ) 06/18/2017 Common Stock 2,500 $ 0 7,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CABRERA CHRISTOPHER
C/O XACTLY CORPORATION
300 PARK AVENUE, SUITE 1700
SAN JOSE, CA95110
X Chief Executive Officer
Signatures
/s/ Colleen Pouliot by power of attorney 04/03/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 12, 2016.
( 2 )The shares are held of record by the Cabrera 2000 Revocable Living Trust dated October 23, 2000 for which the Reporting Person serves as trustee.
( 3 )The shares are held of record by the Reporting Person as custodian for his daughter.
( 4 )The shares are held of record by the Reporting Person as custodian for his son.
( 5 )Shares subject to the option are fully vested and immediately exercisable.

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 4(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).

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