X0306 4 2016-10-03 0 0001322554 Xactly Corp XTLY 0001224148 Mills Carol C/O XACTLY CORPORATION 300 PARK AVENUE, SUITE 1700 SAN JOSE CA 95110 1 0 0 0 Common Stock 2016-10-03 4 M 0 25000 0.68 A 34364 D Common Stock 2016-10-03 4 S 0 18800 14.9166 D 15564 D Common Stock 2016-10-03 4 S 0 6200 15.617 D 9364 D Stock Option (right to buy) 0.68 2016-10-03 4 M 0 25000 0.00 D 2020-07-27 Common Stock 25000 81999 D The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 16, 2016. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.51 to $15.49, 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 within the ranges set forth in footnotes (2) and (3) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.50 to $15.73, inclusive. Shares subject to the option are fully vested and immediately exercisable. /s/ Colleen M. Pouliot, by power of attorney 2016-10-04