SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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. 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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/20/2018		M⁽¹⁾		11,975	A	$0	164,282	D
Common Stock	09/20/2018		F⁽²⁾		4,845	D	$21.75	159,437	D
Common Stock	09/20/2018		M⁽³⁾		26,917	A	$0	186,354	D
Common Stock	09/20/2018		F⁽²⁾		13,345	D	$21.75	173,009	D
Common Stock	09/22/2018		M⁽⁴⁾		13,923	A	$0	186,932	D
Common Stock	09/22/2018		F⁽²⁾		6,903	D	$21.2	180,029	D
Common Stock	09/22/2018		M⁽⁵⁾		21,028	A	$0	201,057	D
Common Stock	09/22/2018		F⁽²⁾		10,425	D	$21.2	190,632	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽⁶⁾	09/20/2018		M⁽¹⁾			11,975	⁽⁷⁾	09/20/2020	Common Stock	11,975	$0	212,390	D
Restricted Stock Unit	⁽⁶⁾	09/20/2018		J⁽⁸⁾		9,079		09/20/2018	09/20/2019	Common Stock	9,079	$0	221,469	D
Restricted Stock Unit	⁽⁶⁾	09/20/2018		M⁽³⁾			26,917	⁽⁸⁾	09/20/2019	Common Stock	26,917	$0	194,552	D
Restricted Stock Unit	⁽⁶⁾	09/22/2018		M⁽⁴⁾			13,923	⁽⁹⁾	09/22/2019	Common Stock	13,923	$0	180,629	D
Restricted Stock Unit	⁽⁶⁾	09/22/2018		J⁽¹⁰⁾		10,514		09/22/2018	09/22/2018	Common Stock	10,514	$0	191,143	D
Restricted Stock Unit	⁽⁶⁾	09/22/2018		M⁽⁵⁾			21,028	⁽¹⁰⁾	09/22/2018	Common Stock	21,028	$0	170,115	D

Explanation of Responses:

1. 11,975 Restricted Stock Units became fully vested and have been converted to Common Stock.

2. Payment of tax liability by withholding securities incident to vesting of restricted stock units

3. 26,917 Restricted Stock Units became fully vested and have been converted to Common Stock.

4. 13,923 Restricted Stock Units became fully vested and have been converted to Common Stock.

5. 21,028 Restricted Stock Units became fully vested and have been converted to Common Stock.

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

7. This award vests at the rate of one-fourth of such shares at September 19, 2017, one-fourth of such shares at September 19, 2018, one-fourth of such shares at September 19, 2019 and one-fourth of such shares at September 19, 2020.

8. As previously reported on a Form 4, the Reporting person was awarded 35,676 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, 2018, the first installment of 17,838 PSUs vested at 150.9% of target, such that 26,917 shares became issuable. Of these shares 13,572 were issued to the reporting person and the remaining 13,345 were withheld to pay the associated tax liability. The 9,079 units reported in Table II correspond to the additional shares issued in excess of 17,838 share target for the first vesting installment.

9. 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.

10. As previously reported on a Form 4, the reporting person was awarded 21,028 performance share units (PSUs) on September 22, 2015, of which 50% were eligible to vest on each of the second and third anniversaries of the award date. On September 22, 2018, the second installment of 21,028 PSUs vested at 200.0% of target, such that 10,514 shares became issuable. Of these shares, 10,603 were issued to the reporting person and the remaining 10,425 were withheld to pay the associated tax liability. The 10,514 units reported in Table II correspond to the additional shares issued in excess of 10,514 share target for the second vesting installment.

	/s/ Mary Ellen Genovese	09/24/2018
	** Signature of Reporting Person	Date
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