X0306 4 2016-07-05 0 0001322554 Xactly Corp XTLY 0001645665 Consul Joseph C C/O XACTLY CORPORATION 300 PARK AVENUE, SUITE 1700 SAN JOSE CA 95110 0 1 0 0 CFO, Treasurer & Asst. Sec. Common Stock 2016-07-05 4 M 0 16665 2.16 A 34665 D Common Stock 2016-07-05 4 S 0 16665 11.9327 D 18000 D Employee Stock Option (right to buy) 2.16 2016-07-05 4 M 0 16665 0.00 D 2022-07-12 Common Stock 16665 242505 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 9, 2015. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.71 to $12.165, 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. One-fourth of the shares subject to the option vested on June 11, 2013 and one forty-eighth of the shares vest monthly thereafter. /s/ Colleen M. Pouliot, by power of attorney 2016-07-06