X0306 4 2017-05-22 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 2017-05-22 4 M 0 10000 0.68 A 269749 D Common Stock 2017-05-22 4 S 0 10000 13.0932 D 259749 D Employee Stock Option (right to buy) 0.68 2017-05-22 4 M 0 10000 0.00 D 2018-01-09 Common Stock 10000 69800 D Includes 1,000 shares acquired under the Issuer's 2015 Employee Stock Purchase Plan on September 20, 2016 in a transaction exempt under both Rule 16b-3(d) and Rule 16b-3(c). The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 22, 2016. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.00 to $13.25, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. Shares subject to the option are fully vested and immediately exercisable. /s/ Colleen M. Pouliot, by power of attorney 2017-05-23