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^*

MARTIN BRYAN R

(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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2018

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	10/21/2018		M⁽¹⁾		8,126	A	$0	432,750⁽²⁾⁽³⁾	D
Common Stock	10/21/2018		F⁽⁴⁾		4,091	D	$17.81	428,659	D
Common Stock	10/21/2018		M⁽⁵⁾		3,336	A	$0	431,995	D
Common Stock	10/21/2018		F⁽⁴⁾		1,679	D	$17.81	430,316	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⁾	10/21/2018		M			8,126	⁽⁷⁾	10/21/2018	Common Stock	8,126	$0	0⁽⁹⁾	D
Restricted Stock Unit	⁽⁶⁾	10/21/2018		M			3,336	⁽⁸⁾	10/21/2018	Common Stock	3,336	$0	0⁽⁹⁾	D

Explanation of Responses:

1. 8,126 Restricted Stock Units (RSUs) became fully vested and have been converted to Common Stock.

2. Prior Form 4 reports filed by the Reporting Person have calculated this figure as the sum of all (a) issued and outstanding shares, (b) shares issuable upon vesting of unvested RSUs, (c) shares issuable upon vesting of unvested performance share units (PSUs) and (d) shares issuable upon exercise of options (vested and unvested), in each case owned, directly or indirectly, by the Reporting Person. The figure reported here includes only issued and outstanding shares owned by the Reporting Officer. The grant dates and number of shares remaining subject to the RSUs referenced in (b) above are as follows: (i) September 22, 2015, 9,282 shares, and (ii) September 20, 2016, 12,896 shares.

3. The grant dates and number of shares remaining subject to the PSUs referenced in (c) above are as follows: (i) September 20, 2016, 4,804 shares, and (ii) September 26, 2016, 4,804 shares. The grant dates and number of shares remaining subject to the options referenced in (d) above are as follows: (i) August 21, 2012, 200,000 shares, (ii) September 17, 2013, 84,864 shares, (iii) October 21, 2014, 54,176 shares, and (iv) September 15, 2015, 37,128 shares.

4. Payment of tax liability by withholding securities incident to vesting of RSUs and PSUs.

5. 3,336 PSUs became fully vested and have been converted to Common Stock.

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

7. This award vested at the rate of 8,126 shares on each of the following dates: October 21, 2015, October 21, 2016, October 21, 2017 and October 21, 2018.

8. RSUs do not vest unless and until average closing price of 8x8 common stock over any 30 consecutive trading day period within 4 years from the grant date exceeds 150% of grant date closing price; then, at rate of 25% on each anniversary of the grant date.

9. Prior Form 4 reports filed by the Reporting Person have calculated this figure as the sum of all (a) issued and outstanding shares, (b) shares issuable upon vesting of unvested restricted stock units (RSUs), (c) shares issuable upon vesting of unvested performance share units (PSUs) and (d) shares issuable upon exercise of options (vested and unvested), in each case owned, directly or indirectly, by the Reporting Person. The figure reported here includes only the remaining number of shares issuable upon vesting of the derivative security shown in this row.

	/s/ Bryan R. Martin	10/24/2018
	** 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.