X0306 4 2017-07-31 1 0001322554 Xactly Corp XTLY 0001202446 FRY EARL E C/O XACTLY CORPORATION 300 PARK AVENUE, SUITE 1700 SAN JOSE CA 95110 1 0 0 0 Common Stock 2017-07-31 4 D 0 41864 D 7348 D Common Stock 2017-07-31 4 D 0 7348 D 0 D Stock Option (right to buy) 0.68 2017-07-31 4 D 0 50000 0.00 D 2020-07-27 Common Stock 50000 0 D Stock Option (right to buy) 2.16 2017-07-31 4 D 0 50000 0.00 D 2022-07-12 Common Stock 50000 0 D Stock Option (right to buy) 7.76 2017-07-31 4 D 0 37500 0.00 D 2025-01-20 Common Stock 37500 0 D 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. The shares are represented by restricted stock units, or RSUs. Pursuant to the provisions of the Issuer's 2015 Equity Incentive Plan, the RSUs vested in full immediately prior to the closing of the merger. Pursuant to the Merger Agreement, the RSUs were cancelled in exchange for a cash payment of $114,996.20, which represents $15.65 for each outstanding unit. 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 $748,500.00, which represents the difference between $15.65 and the exercise price of the option per share. 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 $674,500.00, which represents the difference between $15.65 and the exercise price of the option per share. 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 $295,875.00, which represents the difference between $15.65 and the exercise price of the option per share. /s/ Colleen M. Pouliot, by power of attorney 2017-08-01