4//SEC Filing
ELLIS L EVAN JR 4
Accession 0000899243-17-019460
CIK 0001322554other
Filed
Jul 31, 8:00 PM ET
Accepted
Aug 1, 8:56 PM ET
Size
25.4 KB
Accession
0000899243-17-019460
Insider Transaction Report
Form 4
Xactly CorpXTLY
ELLIS L EVAN JR
President & COO
Transactions
- Award
Common Stock
2017-07-28$5.30/sh+1,000$5,300→ 397,177 total - Disposition to Issuer
Employee Stock Option (right to buy)
2017-07-31−2,141→ 0 totalExercise: $0.68Exp: 2018-06-18→ Common Stock (2,141 underlying) - Disposition to Issuer
Common Stock
2017-07-31−54,525→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2017-07-31−49,800→ 0 totalExercise: $0.68Exp: 2018-01-09→ Common Stock (10,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2017-07-31−43,587→ 0 totalExercise: $5.72Exp: 2024-01-29→ Common Stock (43,587 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2017-07-31−1,012→ 0 totalExercise: $2.04Exp: 2021-09-07→ Common Stock (1,012 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2017-07-31−100,000→ 0 totalExercise: $8.73Exp: 2025-12-15→ Common Stock (100,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2017-07-31−83,000→ 0 totalExercise: $11.20Exp: 2026-12-15→ Common Stock (83,000 underlying) - Disposition to Issuer
Common Stock
2017-07-31−342,652→ 54,525 total
Footnotes (9)
- [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, 36,348 RSUs vested in full immediately prior to the effective time of the merger and were cancelled in exchange for a cash payment of $568,846.20, which represents $15.65 for each outstanding vested unit. The remaining 18,177 unvested RSUs were cancelled and converted into the right to receive a cash payment of $284,470.05, 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]Shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $745,506.00, which represents the difference between $15.65 and the exercise price of the option per share.
- [F5]Shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $32,050.77, which represents the difference between $15.65 and the exercise price of the option per share.
- [F6]Shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $13,773.32, which represents the difference between $15.65 and the exercise price of the option per share.
- [F7]The option provided for vesting in 36 equal monthly installments beginning on February 28, 2015. At the effective time of the merger, 22,753 shares underlying the option were vested and an additional 13,889 shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $363,855.06 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 6,945 unvested options were cancelled and converted into the right to receive a cash payment of $68,963.85, 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.
- [F8]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, 39,583 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 $552,638.12 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.
- [F9]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, 55,333 shares shares vested pursuant to the Merger Agreement. The vested options were cancelled in exchange for a cash payment of $246,231.85 which represents the difference between $15.65 and the exercise price of the option per share. The remaining 27,667 unvested options were cancelled and converted into the right to receive a cash payment of $123,118.15, 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 0001208741
Filing Metadata
- Form type
- 4
- Filed
- Jul 31, 8:00 PM ET
- Accepted
- Aug 1, 8:56 PM ET
- Size
- 25.4 KB