SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
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

(Last)

(First)

(Middle)

C/O 8X8, INC.

2125 O'NEL DRIVE

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2014

3. Issuer Name and Ticker or Trading Symbol
8X8 INC /DE/ [ EGHT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	24,900	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	07/22/2024	Common Stock	34,184	$7.52	D
Restricted Stock Units	⁽²⁾	07/22/2024	Common Stock	24,024	⁽³⁾	D
Employee Stock Option (right to buy)	⁽⁴⁾	10/21/2024	Common Stock	189,612	$6.86	D
Restricted Stock Units	⁽⁵⁾	03/31/2018	Common Stock	34,640	⁽³⁾	D
Restricted Stock Units	⁽⁶⁾	10/21/2018	Common Stock	33,360	⁽³⁾	D

Explanation of Responses:

1. This option becomes exercisable at the rate of one-fourth of the shares on 7/1/2015 and an additional one thirty-sixth of the remaining shares shall vest at the end of each full month thereafter.

2. This award vests at the rate of one-fourth of such shares at July 1, 2015, one-fourth of such shares at July 1, 2016, one-fourth of such shares at July 1, 2017 and one-fourth of such shares at July 1, 2018.

3. Each restricted stock unit represents a contingent right to receive one share of EGHT common stock.

4. This option becomes exercisable at the rate of one-fourth of the shares on 10/21/2015 and an additional one thirty-sixth of the remaining shares shall vest at the end of each full month thereafter.

5. RSUs vest (1) up to 25% on March 31, 2016; (2) up to 50% on March 31, 2017; and (3) up to 25% on March 31, 2018 in each case subject to performance of 8x8 common stock relative to NASDAQ Composite Index during the period from grant date through such dates.

6. RSUs do not vest unless and until average closing price of 8x8 common stock over any 30 consecutive trading day period within 4 years from the grant date exceeds 150% of grant date closing price; then, at rate of 25% on each anniversary of grant date.

	/s/ MaryEllen Genovese	11/03/2014
	** Signature of Reporting Person	Date
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 5 (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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