Sec Form 4 Filing - GENOVESE MARY ELLEN P @ 8X8 INC /DE/ - 2018-09-20

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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
GENOVESE MARY ELLEN P
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 Financial Officer
(Last) (First) (Middle)
C/O 8X8, INC, 2125 O'NEL DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
09/20/2018
(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 09/20/2018 M( 1 ) 11,975 A $ 0 164,282 D
Common Stock 09/20/2018 F( 2 ) 4,845 D $ 21.75 159,437 D
Common Stock 09/20/2018 M( 3 ) 26,917 A $ 0 186,354 D
Common Stock 09/20/2018 F( 2 ) 13,345 D $ 21.75 173,009 D
Common Stock 09/22/2018 M( 4 ) 13,923 A $ 0 186,932 D
Common Stock 09/22/2018 F( 2 ) 6,903 D $ 21.2 180,029 D
Common Stock 09/22/2018 M( 5 ) 21,028 A $ 0 201,057 D
Common Stock 09/22/2018 F( 2 ) 10,425 D $ 21.2 190,632 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 ( 6 ) 09/20/2018 M( 1 ) 11,975 ( 7 ) 09/20/2020 Common Stock 11,975 $ 0 212,390 D
Restricted Stock Unit ( 6 ) 09/20/2018 J( 8 ) 9,079 09/20/2018 09/20/2019 Common Stock 9,079 $ 0 221,469 D
Restricted Stock Unit ( 6 ) 09/20/2018 M( 3 ) 26,917 ( 8 ) 09/20/2019 Common Stock 26,917 $ 0 194,552 D
Restricted Stock Unit ( 6 ) 09/22/2018 M( 4 ) 13,923 ( 9 ) 09/22/2019 Common Stock 13,923 $ 0 180,629 D
Restricted Stock Unit ( 6 ) 09/22/2018 J( 10 ) 10,514 09/22/2018 09/22/2018 Common Stock 10,514 $ 0 191,143 D
Restricted Stock Unit ( 6 ) 09/22/2018 M( 5 ) 21,028 ( 10 ) 09/22/2018 Common Stock 21,028 $ 0 170,115 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GENOVESE MARY ELLEN P
C/O 8X8, INC
2125 O'NEL DRIVE
SAN JOSE, CA95131
Chief Financial Officer
Signatures
/s/ Mary Ellen Genovese 09/24/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )11,975 Restricted Stock Units became fully vested and have been converted to Common Stock.
( 2 )Payment of tax liability by withholding securities incident to vesting of restricted stock units
( 3 )26,917 Restricted Stock Units became fully vested and have been converted to Common Stock.
( 4 )13,923 Restricted Stock Units became fully vested and have been converted to Com mon Stock.
( 5 )21,028 Restricted Stock Units became fully vested and have been converted to Common Stock.
( 6 )Each restricted stock unit represents a contingent right to receive one share of EGHT common stock.
( 7 )This award vests at the rate of one-fourth of such shares at September 19, 2017, one-fourth of such shares at September 19, 2018, one-fourth of such shares at September 19, 2019 and one-fourth of such shares at September 19, 2020.
( 8 )As previously reported on a Form 4, the Reporting person was awarded 35,676 performance share units (PSUs) on September 20, 2016, of which 50% were eligible to vest on each of the second and third anniversaries of the award date. On September 20, 2018, the first installment of 17,838 PSUs vested at 150.9% of target, such that 26,917 shares became issuable. Of these shares 13,572 were issued to the reporting person and the remaining 13,345 were withheld to pay the associated tax liability. The 9,079 units reported in Table II correspond to the additional shares issued in excess of 17,838 share target for the first vesting installment.
( 9 )This award vests at the rate of one-fourth of such shares at September 22, 2016, one-fourth of such shares at September 22, 2017, one-fourth of such shares at September 22, 2018 and one-fourth of such shares at September 22, 2019.
( 10 )As previously reported on a Form 4, the reporting person was awarded 21,028 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, 2018, the second installment of 21,028 PSUs vested at 200.0% of target, such that 10,514 shares became issuable. Of these shares, 10,603 were issued to the reporting person and the remaining 10,425 were withheld to pay the associated tax liability. The 10,514 units reported in Table II correspond to the additional shares issued in excess of 10,514 share target for the second vesting installment.

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