X0306 4 2016-12-12 0 0001322554 Xactly Corp XTLY 0001644895 Rembrandt Venture Partners II, LLC 600 MONTGOMERY STREET, 44TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001274607 REMBRANDT VENTURE PARTNERS II L P 600 MONTGOMERY STREET 44TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001644735 Rembrandt Venture Partners Fund Two, LLC 600 MONTGOMERY STREET 44TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001438448 REMBRANDT VENTURE PARTNERS FUND TWO LP 600 MONTGOMERY STREET 44TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001438549 REMBRANDT VENTURE PARTNERS FUND TWO-A LP 600 MONTGOMERY STREET 44TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 Common Stock 2016-12-12 4 S 0 25953 11.0316 D 1834283 I See footnote Common Stock 2016-12-12 4 S 0 106297 11.0316 D 1023227 I See footnote Common Stock 2016-12-12 4 S 0 319 11.0317 D 3075 I See footnote Common Stock 2016-12-13 4 S 0 14683 10.9019 D 1819600 I See footnote Common Stock 2016-12-13 4 S 0 60136 10.9019 D 963091 I See footnote Common Stock 2016-12-13 4 S 0 181 10.9022 D 2894 I See footnote The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.95 to $11.05, inclusive. The reporting persons undertake 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 within the ranges set forth in footnotes (1) and (5) to this Form 4. The reported securities are held of record by Rembrandt Venture Partners II, L.P. (RVP II). Gerald S. Casilli, a director of the Issuer, and Douglas Schrier, as the managing members of Rembrandt Venture Partners II LLC, the general partner of RVP II, share voting and dispositive power with respect to the shares held by RVP II. Messrs. Casilli and Schrier disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein. The reported securities are held of record by Rembrandt Venture Partners Fund Two, L.P. (RVPF 2). Messrs. Casilli and Schrier and Scott Irwin, as the managing members of Rembrandt Venture Partners Fund Two, LLC, the general partner of RVPF 2, share voting and dispositive power with respect to the shares held by RVPF 2. Messrs. Casilli, Schrier and Irwin disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein. The reported securities are held of record by Rembrandt Venture Partners Fund Two-A, L.P. (RVPF 2-A). Messrs. Casilli, Schrier and Irwin, as the managing members of Rembrandt Venture Partners Fund Two, LLC, the general partner of RVPF 2-A, share voting and dispositive power with respect to the shares held by RVPF 2-A. Messrs. Casilli, Schrier and Irwin disclaim beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.90 to $11.00, inclusive. /s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners II LLC 2016-12-14 /s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners II LLC, the general partner of Rembrandt Venture Partners II, L.P. 2016-12-14 /s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners Fund Two, LLC 2016-12-14 /s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners Fund Two, LLC, the general partner of Rembrandt Venture Partners Fund Two, L.P. 2016-12-14 /s/ Gerald S. Casilli, a managing member of Rembrandt Venture Partners Fund Two, LLC, the general partner of Rembrandt Venture Partners Fund Two-A, L.P. 2016-12-14