X0306 4 2017-03-15 0 0001322554 Xactly Corp XTLY 0001265646 CABRERA CHRISTOPHER C/O XACTLY CORPORATION 300 PARK AVENUE, SUITE 1700 SAN JOSE CA 95110 1 1 0 0 Chief Executive Officer Common Stock 2017-03-15 4 A 0 6900 0.00 A 133964 D Common Stock 2017-03-15 4 F 0 2059 11.65 D 131905 D Common Stock 535879 I See footnote Common Stock 25000 I See footnote Common Stock 25000 I See footnote On December 15, 2015, the Reporting Person was awarded 6,900 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. The shares are held of record by the Cabrera 2000 Revocable Living Trust dated October 23, 2000 for which the Reporting Person serves as trustee. The shares are held of record by the Reporting Person as custodian for his daughter. The shares are held of record by the Reporting Person as custodian for his son. /s/ Colleen M. Pouliot, by power of attorney 2017-03-17