Insider filing report for Changes in Beneficial Ownership
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The following is an SEC EDGAR document rendered as filed.
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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 *
Rembrandt Venture Partners II, LLC
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)
(Last)
(First)
(Middle)
600 MONTGOMERY STREET, 44TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
12/12/2016
(Street)
SAN FRANCISCO, CA94111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 12/12/2016 S 25,953 D $ 11.0316 ( 1 ) 1,834,283 I See footnote ( 2 )
Common Stock 12/12/2016 S 106,297 D $ 11.0316 ( 1 ) 1,023,227 I See footnote ( 3 )
Common Stock 12/12/2016 S 319 D $ 11.0317 ( 1 ) 3,075 I See footnote ( 4 )
Common Stock 12/13/2016 S 14,683 D $ 10.9019 ( 5 ) 1,819,600 I See footnote ( 2 )
Common Stock 12/13/2016 S 60,136 D $ 10.9019 ( 5 ) 963,091 I See footnote ( 3 )
Common Stock 12/13/2016 S 181 D $ 10.9022 ( 5 ) 2,894 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 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rembrandt Venture Partners II, LLC
600 MONTGOMERY STREET, 44TH FLOOR
SAN FRANCISCO, CA94111
X
REMBRANDT VENTURE PARTNERS II L P
600 MONTGOMERY STREET
44TH FLOOR
SAN FRANCISCO, CA94111
X
Rembrandt Venture Partners Fund Two, LLC
600 MONTGOMERY STREET
44TH FLOOR
SAN FRANCISCO, CA94111
X
REMBRANDT VENTURE PARTNERS FUND TWO LP
600 MONTGOMERY STREET
44TH FLOOR
SAN FRANCISCO, CA94111
X
REMBRANDT VENTURE PARTNERS FUND TWO-A LP
600 MONTGOMERY STREET
44TH FLOOR
SAN FRANCISCO, CA94111
X
Signatures
/s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners II LLC 12/14/2016
** Signature of Reporting Person Date
/s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners II LLC, the general partner of Rembrandt Venture Partners II, L.P. 12/14/2016
** Signature of Reporting Person Date
/s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners Fund Two, LLC 12/14/2016
** Signature of Reporting Person Date
/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. 12/14/2016
** Signature of Reporting Person Date
/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. 12/14/2016
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.95 to $11.05, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (5) to this Form 4.
( 2 )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.
( 3 )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.
( 4 )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.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.90 to $11.00, inclusive.

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