4//SEC Filing
Consul Joseph C 4
Accession 0000899243-17-019457
CIK 0001322554other
Filed
Jul 31, 8:00 PM ET
Accepted
Aug 1, 8:48 PM ET
Size
18.0 KB
Accession
0000899243-17-019457
Insider Transaction Report
Form 4
Xactly CorpXTLY
Consul Joseph C
CFO, Treasurer & Asst. Sec.
Transactions
- Award
Common Stock
2017-07-28$5.30/sh+1,000$5,300→ 236,679 total - Disposition to Issuer
Common Stock
2017-07-31−49,525→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2017-07-31−96,879→ 0 totalExercise: $8.73Exp: 2025-12-15→ Common Stock (96,879 underlying) - Disposition to Issuer
Common Stock
2017-07-31−187,154→ 49,525 total - Disposition to Issuer
Employee Stock Option (right to buy)
2017-07-31−72,000→ 0 totalExercise: $11.20Exp: 2026-12-15→ Common Stock (72,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2017-07-31−29,323→ 0 totalExercise: $7.76Exp: 2024-12-11→ Common Stock (29,323 underlying)
Footnotes (6)
- [F1]The shares were acquired under the Issuer's 2015 Employee Stock Purchase Plan in a transaction exempt under both Rule 16b-3(d) and Rule 16b-3(c).
- [F2]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.
- [F3]The shares are represented by restricted stock units, or RSUs. Pursuant to Merger Agreement, 33,015 RSUs vested in full immediately prior to the effective time of the merger and were cancelled in exchange for a cash payment of $516,684.75, which represents $15.65 for each outstanding vested unit. The remaining 16,510 unvested RSUs were cancelled and converted into the right to receive a cash payment of $258,381.50, which represents $15.65 for each outstanding unvested unit which will vest and be payable at the same time as the unvested RSUs for which such cash amount was exchanged would have vested pursuant to its terms.
- [F4]The option provided for vesting of one-fourth of the shares on December 11, 2015 and 1/48th of the shares vest monthly thereafter. At the effective time of the merger, 16,041 shares underlying the option were vested and an additional 8,854 shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $196,421.55 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 4,428 unvested options were cancelled and converted into the right to receive a cash payment of $34,936.92, which represents the difference between $15.65 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms.
- [F5]The option provided for vesting of one-fourth of the shares on December 15, 2016 and 1/48th of the shares vest monthly thereafter. At the effective time of the merger, 36,462 shares underlying the option were vested and an additional 40,278 shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $531,040.80 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 20,139 unvested options were cancelled and converted into the right to receive a cash payment of $139,361.88, which represents the difference between $15.65 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms.
- [F6]The option provided for vesting of one-fourth of the shares on December 15, 2017 and 1/48th of the shares vest monthly thereafter. At the effective time of the merger, 48,000 shares shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $213,600.00 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 24,000 unvested options were cancelled and converted into the right to receive a cash payment of $106,800.00, which represents the difference between $15.65 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms.
Documents
Issuer
Xactly Corp
CIK 0001322554
Entity typeother
Related Parties
1- filerCIK 0001645665
Filing Metadata
- Form type
- 4
- Filed
- Jul 31, 8:00 PM ET
- Accepted
- Aug 1, 8:48 PM ET
- Size
- 18.0 KB