X0306 4 2017-03-15 0 0001322554 Xactly Corp XTLY 0001208741 ELLIS L EVAN JR C/O XACTLY CORPORATION 300 PARK AVENUE, SUITE 1700 SAN JOSE CA 95110 0 1 0 0 President & COO Common Stock 2017-03-15 4 A 0 2600 0.00 A 258784 D Common Stock 2017-03-15 4 F 0 1035 11.65 D 257749 D On December 15, 2015, the Reporting Person was awarded 2,600 performance stock units, or PSUs, which vest upon the Compensation Committee's approval of the Issuer's achievement of positive cash flow from operations prior to or by the end of the fourth fiscal quarter of the fiscal year ending January 31, 2017. On the approval date, 50% of the PSUs vested and the remaining PSUs vest on March 15, 2018. The reported shares were withheld to satisfy the Reporting Person's tax liability in connection with the vesting of restricted stock units and PSUs. /s/ Colleen M. Pouliot, by power of attorney 2017-03-17