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^*

Middleton Hunter

(Last)

(First)

(Middle)

C/O 8X8 INC. 675 CREEKSIDE WAY

(Street)

CAMPBELL

95008

(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 Product Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2022

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	06/15/2022		A⁽¹⁾		9,563	A	$0	60,030	D
Common Stock	06/15/2022		A⁽²⁾		5,065	A	$0	65,095	D
Common Stock	06/16/2022		S⁽³⁾		5,527	D	$5.2738	59,568	D
Common Stock	06/16/2022		S⁽⁴⁾		3,266	D	$5.2738	56,302	D
Common Stock	06/16/2022		S⁽⁴⁾		457	D	$5.274	55,845	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)

Explanation of Responses:

1. The reporting person was awarded 25,933 performance share units (PSUs) on June 15, 2021, of which 33% were eligible to vest on each of the first, second and third anniversaries of the award date. On June 15, 2022, the first installment of 8,645 PSUs vested at 110.62% of target, such that 9,563 shares became issuable. Of these shares, 5,950 were issued to the reporting person and the remaining 3,613 were sold to pay the associated tax liability.

2. The reporting person was awarded 13,736 performance share units (PSUs) on August 15, 2021, of which 33% were eligible to vest on June 15, 2022 and each of the first and second anniversaries of the first vest date. On June 15, 2022, the first installment of 4,579 PSUs vested at 110.62% of target, such that 5,065 shares became issuable. Of these shares, 3,151 were issued to the reporting person and the remaining 1,914 were sold to pay the associated tax liability.

3. Represents shares of common stock automatically sold to satisfy the reporting person's tax obligation in respect of the shares issued upon vesting of the performance equity awards, as reported above.

4. Represents shares of common stock automatically sold to satisfy the reporting person's tax obligation in respect of the shares issued upon vesting of an equity award, as previously reported.

Remarks:

	/s/ Cheriese M. Dickman as Attorney-in-Fact for Hunter Middleton	06/17/2022
	** 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).
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