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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* CABRERA CHRISTOPHER (Last) (First) (Middle) C/O XACTLY CORPORATION 300 PARK AVENUE, SUITE 1700 (Street) SAN JOSE CA 95110 (City) (State) (Zip)	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) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 07/31/2017
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/31/2017		D		387,345	D	(1)	64,300	D
Common Stock	07/31/2017		D		64,300	D	(2)	0	D
Common Stock	07/31/2017		D		535,879	D	(1)	0	I	See footnote(3)
Common Stock	07/31/2017		D		25,000	D	(1)	0	I	See footnote(4)
Common Stock	07/31/2017		D		25,000	D	(1)	0	I	See footnote(5)

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)
				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			12,499	(6)	03/01/2021	Common Stock	12,499	$0.00	0	D
Employee Stock Option (right to buy)	$2.04	07/31/2017		D			33,778	(7)	09/07/2021	Common Stock	33,778	$0.00	0	D
Employee Stock Option (right to buy)	$5.72	07/31/2017		D			385,983	(8)	01/29/2024	Common Stock	385,983	$0.00	0	D
Employee Stock Option (right to buy)	$8.73	07/31/2017		D			206,000	(9)	12/15/2025	Common Stock	206,000	$0.00	0	D
Employee Stock Option (right to buy)	$11.2	07/31/2017		D			167,000	(10)	12/15/2026	Common Stock	167,000	$0.00	0	D

Explanation of Responses:

1. 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.

2. The shares are represented by restricted stock units, or RSUs. Pursuant to Merger Agreement, 42,865 RSUs vested in full immediately prior to the effective time of the merger and were cancelled in exchange for a cash payment of $670,837.25, which represents $15.65 for each outstanding vested unit. The remaining 21,435 unvested RSUs were cancelled and converted into the right to receive a cash payment of $335,457.75, 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.

3. The shares are held of record by the Cabrera 2000 Revocable Living Trust dated October 23, 2000 for which the Reporting Person serves as trustee.

4. The shares are held of record by the Reporting Person as custodian for his daughter.

5. The shares are held of record by the Reporting Person as custodian for his son.

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 $187,485.00, which represents the difference between $15.65 and the exercise price of the option per share.

7. 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 $459,718.58, which represents the difference between $15.65 and the exercise price of the option per share.

8. The option provided for vesting in 36 equal monthly installments beginning on February 28, 2015. At the effective time of the merger, 313,066 shares underlying the option were vested and an additional 48,611 shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $3,591,452.61 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 24,306 unvested options were cancelled and converted into the right to receive a cash payment of $241,358.58, 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, 2016 and 1/48th of the shares vest monthly thereafter. At the effective time of the merger, 81,541 shares underlying the option were vested and an additional 82,972 shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $1,138,429.96 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 41,487 unvested options were cancelled and converted into the right to receive a cash payment of $287,090.04, 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.

10. 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, 111,333 shares shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $495,431.85 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 55,667 unvested options were cancelled and converted into the right to receive a cash payment of $247,718.15, 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.

Remarks:

	/s/ Colleen M. Pouliot, by power of attorney	08/01/2017
	** 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 4 (b)(v).
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