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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Bay Management Co X, LLC

(Last)

(First)

(Middle)

2180 SAND HILL ROAD, SUITE 345

(Street)

MENLO PARK

94025

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2015

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

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

	Form filed by One Reporting Person
X	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	07/01/2015		C		2,315,466	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	2,315,466	I	See footnote⁽⁶⁾
Common Stock	07/01/2015		C		128,293	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	128,293	I	See footnote⁽⁷⁾

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)
Series A Convertible Preferred Stock	⁽¹⁾	07/01/2015		C			1,022,088	⁽¹⁾	⁽¹⁾	Common Stock	1,022,088	$0.00	0	I	See footnote⁽⁶⁾
Series A Convertible Preferred Stock	⁽¹⁾	07/01/2015		C			56,632	⁽¹⁾	⁽¹⁾	Common Stock	56,632	$0.00	0	I	See footnote⁽⁷⁾
Series B Convertible Preferred Stock	⁽²⁾	07/01/2015		C			459,976	⁽²⁾	⁽²⁾	Common Stock	459,976	$0.00	0	I	See footnote⁽⁶⁾
Series B Convertible Preferred Stock	⁽²⁾	07/01/2015		C			25,486	⁽²⁾	⁽²⁾	Common Stock	25,486	$0.00	0	I	See footnote⁽⁷⁾
Series C Convertible Preferred Stock	⁽³⁾	07/01/2015		C			364,453	⁽³⁾	⁽³⁾	Common Stock	364,453	$0.00	0	I	See footnote⁽⁶⁾
Series C Convertible Preferred Stock	⁽³⁾	07/01/2015		C			20,193	⁽³⁾	⁽³⁾	Common Stock	20,193	$0.00	0	I	See footnote⁽⁷⁾
Series D Convertible Preferred Stock	⁽⁴⁾	07/01/2015		C			352,060	⁽⁴⁾	⁽⁴⁾	Common Stock	352,060	$0.00	0	I	See footnote⁽⁶⁾
Series D Convertible Preferred Stock	⁽⁴⁾	07/01/2015		C			19,506	⁽⁴⁾	⁽⁴⁾	Common Stock	19,506	$0.00	0	I	See footnote⁽⁷⁾
Series D-1 Convertible Preferred Stock	⁽⁵⁾	07/01/2015		C			116,889	⁽⁵⁾	⁽⁵⁾	Common Stock	116,889	$0.00	0	I	See footnote⁽⁶⁾
Series D-1 Convertible Preferred Stock	⁽⁵⁾	07/01/2015		C			6,476	⁽⁵⁾	⁽⁵⁾	Common Stock	6,476	$0.00	0	I	See footnote⁽⁷⁾

1. Name and Address of Reporting Person^*

Bay Management Co X, LLC

(Last)

(First)

(Middle)

2180 SAND HILL ROAD, SUITE 345

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BAY PARTNERS X LP

(Last)

(First)

(Middle)

2180 SAND HILL ROAD, SUITE 345

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BAY PARTNERS X ENTREPRENEURS FUND LP

(Last)

(First)

(Middle)

2180 SAND HILL ROAD, SUITE 345

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

PHILLIPS STUART G

(Last)

(First)

(Middle)

2180 SAND HILL ROAD, SUITE 345

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The Series A Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.

2. The Series B Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.

3. The Series C Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.

4. The Series D Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.

5. The Series D-1 Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.

6. 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.

7. 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.

Remarks:

	/s/ Stuart G. Phillips, Manager, Bay Management Company X, LLC	07/01/2015
	/s/ Stuart G. Phillips, Manager, Bay Management Company X, LLC, the General Partner of Bay Partners X, L.P.	07/01/2015
	/s/ Stuart G. Phillips, Manager, Bay Management Company X, LLC, the General Partner of Bay Partners X Entrepreneurs Fund, L.P	07/01/2015
	/s/ Stuart G. Phillips	07/01/2015
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.