X0306 4 2016-06-15 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 2016-06-15 4 M 0 24500 5.72 A 242282 D Common Stock 2016-06-15 4 S 0 24500 12.00 D 217782 D Employee Stock Option (right to buy) 5.72 2016-06-15 4 M 0 24500 0.00 D 2024-01-29 Common Stock 24500 100500 D The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 12, 2015. Shares subject to the option vest ratably over thirty-six months beginning on February 28, 2015. /s/ Colleen M. Pouliot, by power of attorney 2016-06-16