X0306 4 2017-01-25 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 2017-01-25 4 M 0 5000 0.68 A 132064 D Common Stock 2017-01-25 4 S 0 5000 12.191 D 127064 D Common Stock 535879 I See footnote Common Stock 25000 I See footnote Common Stock 25000 I See footnote Employee Stock Option (right to buy) 0.68 2017-01-25 4 M 0 5000 0.00 D 2020-09-22 Common Stock 5000 213000 D The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 12, 2016. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.075 to $12.30, 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. 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. Shares subject to the option are fully vested and immediately exercisable. /s/ Colleen Pouliot by power of attorney 2017-01-26