Sec Form 4 Filing - Verma Vikram @ 8X8 INC /DE/ - 2019-09-19

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) 09/19/2019 (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 2,464 D Common Stock 09/19/2019 M( 1 ) 30,031 A $ 0 916,944 ( 2 ) I Trust Common Stock 09/19/2019 F( 3 ) 15,420 D $ 23.89 901,524 ( 2 ) I Trust Common Stock 09/19/2019 M( 4 ) 73,848 A $ 0 975,372 ( 2 ) I Trust Common Stock 09/19/2019 M( 4 ) 73,848 A $ 0 1,049,220 ( 2 ) I Trust Common Stock 09/19/2019 F( 4 )( 5 ) 75,841 D $ 23.89 973,379 ( 2 ) I Trust Common Stock 09/20/2019 M( 6 ) 26,529 A $ 0 999,908 ( 2 ) I Trust Common Stock 09/20/2019 F( 3 ) 13,622 D $ 23.42 986,286 ( 2 ) I Trust Common Stock 09/20/2019 M( 7 ) 59,276 A $ 0 1,045,562 ( 2 ) I Trust Common Stock 09/20/2019 M( 7 ) 59,276 A $ 0 1,104,838 ( 2 ) I Trust Common Stock 09/20/2019 F( 5 )( 7 ) 60,876 D $ 23.42 1,043,962 ( 2 ) I Trust Common Stock 09/22/2019 M( 8 ) 39,604 A $ 0 1,083,566 ( 2 ) I Trust Common Stock 09/22/2019 F( 3 ) 20,336 D $ 23.42 1,063,230 ( 2 ) I Trust

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 ( 9 ) 09/19/2019 M( 1 ) 30,031 ( 10 ) 09/19/2021 Common Stock 30,031 $ 0 60,062 D Performance Stock Units ( 9 ) 09/19/2019 M 73,848 ( 4 ) 09/19/2020 Common Stock 73,848 $ 0 73,848 D Restricted Stock Unit ( 9 ) 09/20/2019 M( 6 ) 26,529 09/20/2017( 11 ) 09/20/2020 Common Stock 26,529 $ 0 26,529 D Performance Stock Units ( 9 ) 09/20/2019 M 59,276 09/20/2018( 7 ) 09/20/2019 Common Stock 59,276 $ 0 0 D Restricted Stock Unit ( 9 ) 09/22/2019 M( 8 ) 39,604 09/22/2016( 12 ) 09/22/2019 Common Stock 39,604 $ 0 0 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 Sheryl Andersen as Attorney-in-Fact for Vikram Verma 09/23/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )30,031 Restricted Stock Units became fully vested and have been converted to Common Stock. ( 2 )Through the Vikram and Sandra Verma 2005 Trust, U/A/D March 20, 2005, as amended. ( 3 )Payment of tax liability by withholding securities incident to vesting of restricted stock units. ( 4 )As previously reported on a Form 4, the reporting person was awarded 147,696 performance share units (PSUs) on September 19, 2017, of which 50% were eligible to vest on each of the second and third anniversaries of the award date. On September 19, 2019, the first installment of 73,848 PSUs vested at 200 % of target, such that 147,696 shares became issuable. Of these shares, 71,855 were issued to the reporting person and the remaining 75,841 were withheld to pay the associated tax liability. The 73,848 units reported in Table I correspond to the additional shares issued in excess of 73,848 share target for the first vesting installment. ( 5 )Payment of tax liability by withholding securities incident to vesting of performance stock units. ( 6 )26,529 Restricted Stock Units became fully vested and have been converted to Common Stock. ( 7 )As previously reported on a Form 4, the reporting person was awarded 118,552 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, 2019, the second installment of 59,276 PSUs vested at 200% of target, such that 118,552 shares became issuable. Of these 57,676 were issued to the reporting person and the remaining 60,876 were withheld to pay the associated tax liability. The 59,276 shares of common stock reported in Table I correspond to the additional shares issued in excess of 59,276 share target for the second vesting installment. ( 8 )39,604 Restricted Stock Units became fully vested and have been converted to Common Stock. ( 9 )Right to receive one or more shares of EGHT Common Stock. ( 10 )This award vests at the rate of one-fourth of such shares at September 19, 2018, one-fourth of such shares at September 19, 2019, one-fourth of such shares at September 19, 2020 and one-fourth of such shares at September 19, 2021. ( 11 )This award vests at the rate of one-fourth of such shares at September 20, 2017, one-fourth of such shares at September 20, 2018, one-fourth of such shares at September 20, 2019 and one-fourth of such shares at September 20, 2020. ( 12 )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.

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.