Sec Form 4 Filing - Consul Joseph C @ Xactly Corp - 2016-12-15

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
Consul Joseph C
2. Issuer Name and Ticker or Trading Symbol
Xactly Corp [ XTLY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CFO, Treasurer & Asst. Sec.
(Last) (First) (Middle)
C/O XACTLY CORPORATION, 300 PARK AVENUE, SUITE 1700
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2016
(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 12/15/2016 F 2,218 ( 1 ) D $ 11.2 15,782 D
Common Stock 12/15/2016 A 35,000 ( 2 ) A $ 0 50,782 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
Employee Stock Option (right to buy) $ 11.2 12/15/2016 A 72,000 ( 3 ) 12/15/2026 Common Stock 72,000 $ 0 72,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Consul Joseph C
C/O XACTLY CORPORATION
300 PARK AVENUE, SUITE 1700
SAN JOSE, CA95110
CFO, Treasurer & Asst. Sec.
Signatures
/s/ Colleen M. Pouliot, by power of attorney 12/19/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported shares were withheld to satisy the Reporting Person's tax liability in connection with the vesting of restricted stock units.
( 2 )The reported shares are represented by restricted stock units, or RSUs, pursuant to which twenty-five percent (25%) of the RSUs vest on December 15, 2017 and 1/16th of the RSUs vest quarterly thereafter.
( 3 )Twenty-five percent (25%) of the shares subject to the option vest on December 15, 2017 and 1/48th of the shares subject to the option vest monthly thereafter.

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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