Sec Form 4 Filing - Verma Vikram @ 8X8 INC /DE/ - 2017-09-22

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Verma Vikram 2. Issuer Name and Ticker or Trading Symbol 8X8 INC /DE/ [ EGHT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O 8X8, INC., 2125 O'NEL DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 09/22/2017 (Street) SAN JOSE, CA95131 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 09/22/2017 J( 1 ) 20,060 A $ 13.3 526,943 D Common Stock 09/22/2017 J( 2 ) 88,483 A $ 13.3 615,426 D

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 Securities (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 Restricted Stock Unit ( 3 ) 09/22/2017 J( 1 ) 20,060 ( 4 ) 09/22/2019 Common Stock 20,060 $ 0 910,051 D Restricted Stock Unit ( 3 ) 09/22/2017 F( 5 ) 19,544 ( 4 ) 09/22/2019 Common Stock 19,544 $ 0 890,507 D Restricted Stock Unit ( 3 ) 09/22/2017 J( 6 ) 84,973 09/22/2017 09/22/2017 Common Stock 84,973 $ 0 975,480 D Restricted Stock Unit ( 3 ) 09/22/2017 J( 2 ) 88,483 ( 7 ) 09/22/2018 Common Stock 88,483 $ 0 886,997 D Restricted Stock Unit ( 3 ) 09/22/2017 F( 5 ) 86,210 ( 7 ) 09/22/2018 Common Stock 86,210 $ 0 800,787 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Verma Vikram C/O 8X8, INC. 2125 O'NEL DRIVE SAN JOSE, CA95131 Chief Executive Officer Signatures /s/ Vikram Verma 09/26/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )20,060 Restricted Stock Units became fully vested and have been converted to Common Stock. ( 2 )88,483 Performance-based Restricted Stock Units became fully vested and have been converted to Common Stock. ( 3 )Each restricted stock unit represents a contingent right to receive one share of EGHT common stock. ( 4 )This award vests at the rate of one-fourth of such shares at September 22, 2016, one-fourth of such at September 22, 2017, one-fourth of such at September 22, 2018, and one-fourth of such at September 22, 2019. ( 5 )Payment of tax liability by withholding securities incident to vesting of restricted stock units. ( 6 )As previously reported on a Form 4, the reporting person was awarded 179,440 performance share units (PSUs) on September 22, 2015, of which 50% were eligible to vest on each of the second and third anniversaries of the award date. On September 22, 2017, the first installment of 89,720 PSUs vested at 194.71 % of target, such that 174,693 shares became issuable. Of these shares, 88,483 were issued to the reporting person and the remaining 86,210 were withheld to pay the associated tax liability. The 84,973 units reported in Table II correspond to the additional shares issued in excess of 89,720 share target for the first vesting installment. ( 7 )RSUs vest (1) 50% on September 22, 2017 and (2) 50% on September 22 2018, in each case subject to performance of 8x8's common stock relative to the Russell 2000 Index during the period from grant date through such vesting date. A 2x multiplier will be applied to the total shareholder returns (TSR) for each 1% of positive or negative relative TSR, and the number of shares earned will increase or decrease by 2% of the target number shown in table. In the event 8x8's common stock performance is below negative 30%, relative to the benchmark, no shares will be issued. Maximum number of shares issuable is two times the number shown in the table.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.