X0306 4 2017-07-31 1 0001322554 Xactly Corp XTLY 0001015934 DEMPSEY NEAL C/O BAY PARTNERS, 2180 SAND HILL ROAD, SUITE 345 MENLO PARK CA 94025 1 0 0 0 Common Stock 2017-07-31 4 D 0 2315466 D 0 I See footnote Common Stock 2017-07-31 4 D 0 128293 D 0 I See footnote Pursuant to the Agreement and Plan of Merger between the Issuer, Excalibur Parent, LLC and Excalibur Merger Sub, Inc. dated May 29, 2017, as amended on June 20, 2017 (the "Merger Agreement"), each share of Issuer common stock was exchanged for $15.65 in cash. The reported shares are held of record by Bay Partners X, LP ("Bay Partners"). The Reporting Person is a co-Manager of Bay Management Company X, LLC ("Bay Management"), the general partner of Bay Partners, and disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein. The reported shares are held of record by Bay Partners X Entrepreneurs Fund, LP ("Bay Entrepreneurs"). The Reporting Person is a co-Manager of Bay Management, the general partner of Bay Entrepreneurs, and disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein. /s/ Colleen M. Pouliot, by power of attorney 2017-08-01