Sec Form 4 Filing - ELLIS L EVAN JR @ Xactly Corp - 2017-07-31

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 ELLIS L EVAN JR 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) President & COO (Last) (First) (Middle) C/O XACTLY CORPORATION, 300 PARK AVENUE, SUITE 1700 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2017 (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 07/28/2017 A V 1,000 ( 1 ) A $ 5.3 397,177 D Common Stock 07/31/2017 D 342,652 D 54,525 D Common Stock 07/31/2017 D 54,525 D 0 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) $ 0.68 07/31/2017 D 49,800 ( 4 ) 01/09/2018 Common Stock 10,000 $ 0 0 D Employee Stock Option (right to buy) $ 0.68 07/31/2017 D 2,141 ( 5 ) 06/18/2018 Common Stock 2,141 $ 0 0 D Employee Stock Option (right to buy) $ 2.04 07/31/2017 D 1,012 ( 6 ) 09/07/2021 Common Stock 1,012 $ 0 0 D Employee Stock Option (right to buy) $ 5.72 07/31/2017 D 43,587 ( 7 ) 01/29/2024 Common Stock 43,587 $ 0 0 D Employee Stock Option (right to buy) $ 8.73 07/31/2017 D 100,000 ( 8 ) 12/15/2025 Common Stock 100,000 $ 0 0 D Employee Stock Option (right to buy) $ 11.2 07/31/2017 D 83,000 ( 9 ) 12/15/2026 Common Stock 83,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ELLIS L EVAN JR C/O XACTLY CORPORATION 300 PARK AVENUE, SUITE 1700 SAN JOSE, CA95110 President & COO Signatures /s/ Colleen M. Pouliot, by power of attorney 08/01/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares were acquired under the Issuer's 2015 Employee Stock Purchase Plan in a transaction exempt under both Rule 16b-3(d) and Rule 16b-3(c). ( 2 )Pursuant to the Agreement and Plan of Merger between the Issuer, Excalibur Parent, LLC and Excalibur Merger Sub, Inc. dated May 29, 2017, as amended on June 20, 2017 (the "Merger Agreement"), each share of Issuer common stock was exchanged for $15.65 in cash. ( 3 )The shares are represented by restricted stock units, or RSUs. Pursuant to Merger Agreement, 36,348 RSUs vested in full immediately prior to the effective time of the merger and were cancelled in exchange for a cash payment of $568,846.20, which represents $15.65 for each outstanding vested unit. The remaining 18,177 unvested RSUs were cancelled and converted into the right to receive a cash payment of $284,470.05, which represents $15.65 for each outstanding unvested unit which will vest and be payable at the same time as the unvested RSUs for which such cash amount was exchanged would have vested pursuant to its terms. ( 4 )Shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $745,506.00, which represents the difference between $15.65 and the exercise price of the option per share. ( 5 )Shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $32,050.77, which represents the difference between $15.65 and the exercise price of the option per share. ( 6 )Shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $13,773.32, which represents the difference between $15.65 and the exercise price of the option per share. ( 7 )The option provided for vesting in 36 equal monthly installments beginning on February 28, 2015. At the effective time of the merger, 22,753 shares underlying the option were vested and an additional 13,889 shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $363,855.06 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 6,945 unvested options were cancelled and converted into the right to receive a cash payment of $68,963.85, which represents the difference between $15.65 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms. ( 8 )The option provided for vesting of one-fourth of the shares on December 15, 2016 and 1/48th of the shares vest monthly thereafter. At the effective time of the merger, 39,583 shares underlying the option were vested and an additional 40,278 shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $552,638.12 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 20,139 unvested options were cancelled and converted into the right to receive a cash payment of $139,361.88, which represents the difference between $15.65 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms. ( 9 )The option provided for vesting of one-fourth of the shares on December 15, 2017 and 1/48th of the shares vest monthly thereafter. At the effective time of the merger, 55,333 shares shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $246,231.85 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 27,667 unvested options were cancelled and converted into the right to receive a cash payment of $123,118.15, which represents the difference between $15.65 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms.

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