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^*

Verma Vikram

(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 Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2019

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								2,464	D
Common Stock	09/19/2019		M⁽¹⁾		30,031	A	$0	916,944⁽²⁾	I	Trust
Common Stock	09/19/2019		F⁽³⁾		15,420	D	$23.89	901,524⁽²⁾	I	Trust
Common Stock	09/19/2019		M⁽⁴⁾		73,848	A	$0	975,372⁽²⁾	I	Trust
Common Stock	09/19/2019		M⁽⁴⁾		73,848	A	$0	1,049,220⁽²⁾	I	Trust
Common Stock	09/19/2019		F⁽⁴⁾⁽⁵⁾		75,841	D	$23.89	973,379⁽²⁾	I	Trust
Common Stock	09/20/2019		M⁽⁶⁾		26,529	A	$0	999,908⁽²⁾	I	Trust
Common Stock	09/20/2019		F⁽³⁾		13,622	D	$23.42	986,286⁽²⁾	I	Trust
Common Stock	09/20/2019		M⁽⁷⁾		59,276	A	$0	1,045,562⁽²⁾	I	Trust
Common Stock	09/20/2019		M⁽⁷⁾		59,276	A	$0	1,104,838⁽²⁾	I	Trust
Common Stock	09/20/2019		F⁽⁵⁾⁽⁷⁾		60,876	D	$23.42	1,043,962⁽²⁾	I	Trust
Common Stock	09/22/2019		M⁽⁸⁾		39,604	A	$0	1,083,566⁽²⁾	I	Trust
Common Stock	09/22/2019		F⁽³⁾		20,336	D	$23.42	1,063,230⁽²⁾	I	Trust

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	⁽⁹⁾	09/19/2019		M⁽¹⁾			30,031	⁽¹⁰⁾	09/19/2021	Common Stock	30,031	$0	60,062	D
Performance Stock Units	⁽⁹⁾	09/19/2019		M			73,848	⁽⁴⁾	09/19/2020	Common Stock	73,848	$0	73,848	D
Restricted Stock Unit	⁽⁹⁾	09/20/2019		M⁽⁶⁾			26,529	09/20/2017⁽¹¹⁾	09/20/2020	Common Stock	26,529	$0	26,529	D
Performance Stock Units	⁽⁹⁾	09/20/2019		M			59,276	09/20/2018⁽⁷⁾	09/20/2019	Common Stock	59,276	$0	0	D
Restricted Stock Unit	⁽⁹⁾	09/22/2019		M⁽⁸⁾			39,604	09/22/2016⁽¹²⁾	09/22/2019	Common Stock	39,604	$0	0	D

Explanation of Responses:

1. 30,031 Restricted Stock Units became fully vested and have been converted to Common Stock.

2. Through the Vikram and Sandra Verma 2005 Trust, U/A/D March 20, 2005, as amended.

3. Payment of tax liability by withholding securities incident to vesting of restricted stock units.

4. As previously reported on a Form 4, the reporting person was awarded 147,696 performance share units (PSUs) on September 19, 2017, of which 50% were eligible to vest on each of the second and third anniversaries of the award date. On September 19, 2019, the first installment of 73,848 PSUs vested at 200 % of target, such that 147,696 shares became issuable. Of these shares, 71,855 were issued to the reporting person and the remaining 75,841 were withheld to pay the associated tax liability. The 73,848 units reported in Table I correspond to the additional shares issued in excess of 73,848 share target for the first vesting installment.

5. Payment of tax liability by withholding securities incident to vesting of performance stock units.

6. 26,529 Restricted Stock Units became fully vested and have been converted to Common Stock.

7. As previously reported on a Form 4, the reporting person was awarded 118,552 performance share units (PSUs) on September 20, 2016, of which 50% were eligible to vest on each of the second and third anniversaries of the award date. On September 20, 2019, the second installment of 59,276 PSUs vested at 200% of target, such that 118,552 shares became issuable. Of these 57,676 were issued to the reporting person and the remaining 60,876 were withheld to pay the associated tax liability. The 59,276 shares of common stock reported in Table I correspond to the additional shares issued in excess of 59,276 share target for the second vesting installment.

8. 39,604 Restricted Stock Units became fully vested and have been converted to Common Stock.

9. Right to receive one or more shares of EGHT Common Stock.

10. This award vests at the rate of one-fourth of such shares at September 19, 2018, one-fourth of such shares at September 19, 2019, one-fourth of such shares at September 19, 2020 and one-fourth of such shares at September 19, 2021.

11. This award vests at the rate of one-fourth of such shares at September 20, 2017, one-fourth of such shares at September 20, 2018, one-fourth of such shares at September 20, 2019 and one-fourth of such shares at September 20, 2020.

12. This award vests at the rate of one-fourth of such shares at September 22, 2016, one-fourth of such shares at September 22, 2017, one-fourth of such shares at September 22, 2018 and one-fourth of such shares at September 22, 2019.

Remarks:

	Sheryl Andersen as Attorney-in-Fact for Vikram Verma	09/23/2019
	** 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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