0001209191-15-056509.txt : 20150625 0001209191-15-056509.hdr.sgml : 20150625 20150625184034 ACCESSION NUMBER: 0001209191-15-056509 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150625 FILED AS OF DATE: 20150625 DATE AS OF CHANGE: 20150625 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Xactly Corp CENTRAL INDEX KEY: 0001322554 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 113744289 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE, SUITE 1700 CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: (408) 977-3132 MAIL ADDRESS: STREET 1: 300 PARK AVENUE, SUITE 1700 CITY: SAN JOSE STATE: CA ZIP: 95110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PHILLIPS STUART G CENTRAL INDEX KEY: 0001225479 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37451 FILM NUMBER: 15952844 MAIL ADDRESS: STREET 1: 2735 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAY PARTNERS X ENTREPRENEURS FUND LP CENTRAL INDEX KEY: 0001130811 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37451 FILM NUMBER: 15952845 BUSINESS ADDRESS: STREET 1: 10600 NORTH DEANZA BLVD STREET 2: STE 100 CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4087252444 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAY PARTNERS X LP CENTRAL INDEX KEY: 0001130813 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37451 FILM NUMBER: 15952846 BUSINESS ADDRESS: STREET 1: 10600 NORTH DEANZA BLVD STREET 2: STE 100 CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4087252444 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bay Management Co X, LLC CENTRAL INDEX KEY: 0001540244 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37451 FILM NUMBER: 15952847 BUSINESS ADDRESS: STREET 1: 490 S CALIFORNIA AVENUE STREET 2: SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94306 BUSINESS PHONE: 650-854-1500 MAIL ADDRESS: STREET 1: 490 S CALIFORNIA AVENUE STREET 2: SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94306 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-06-25 0 0001322554 Xactly Corp XTLY 0001540244 Bay Management Co X, LLC 2180 SAND HILL ROAD, SUITE 345 MENLO PARK CA 94025 0 0 1 0 0001130813 BAY PARTNERS X LP 2180 SAND HILL ROAD, SUITE 345 MENLO PARK CA 94025 0 0 1 0 0001130811 BAY PARTNERS X ENTREPRENEURS FUND LP 2180 SAND HILL ROAD, SUITE 345 MENLO PARK CA 94025 0 0 1 0 0001225479 PHILLIPS STUART G 2180 SAND HILL ROAD, SUITE 345 MENLO PARK CA 94025 0 0 1 0 Series A Convertible Preferred Stock Common Stock 1022088 I See footnote Series A Convertible Preferred Stock Common Stock 56632 I See footnote Series B Convertible Preferred Stock Common Stock 459976 I See footnote Series B Convertible Preferred Stock Common Stock 25486 I See footnote Series C Convertible Preferred Stock Common Stock 364453 I See footnote Series C Convertible Preferred Stock Common Stock 20193 I See footnote Series D Convertible Preferred Stock Common Stock 352060 I See footnote Series D Convertible Preferred Stock Common Stock 19506 I See footnote Series D-1Convertible Preferred Stock Common Stock 116889 I See footnote Series D-1 Convertible Preferred Stock Common Stock 6476 I See footnote The Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. The reported shares are held of record by Bay Partners X, L.P. ("Bay Partners"). Bay Management Company X, LLC ("Bay Management") is the general partner of Bay Partners. Neal Dempsey and Stuart G. Phillips, as the co-Managers of Bay Management, share voting and dispositive power with respect to the shares held by Bay Partners. Messrs. Dempsey and Phillips disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein. The reported shares are held of record by Bay Partners X Entrepreneurs Fund, L.P. ("Bay Entrepreneurs"). Bay Management is the general partner of Bay Entrepreneurs. Neal Dempsey and Stuart G. Phillips, as the co-Managers of Bay Management, share voting and dispositive power with respect to the shares held by Bay Entrepreneurs. Messrs. Dempsey and Phillips disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein. The Series B Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. The Series C Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. The Series D Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. The Series D-1 Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. /s/ Stuart G. Phillips, Manager, Bay Management Company X, LLC 2015-06-25 /s/ Stuart G. Phillips, Manager, Bay Management Company X, LLC, the General Partner of Bay Partners X, L.P. 2015-06-25 /s/ Stuart G. Phillips, Manager, Bay Management Company X, LLC, the General Partner of Bay Partners X Entrepreneurs Fund, L.P. 2015-06-25 /s/ Stuart G. Phillips 2015-06-25