Filing Details

Accession Number:
0001144204-17-005626
Form Type:
13G Filing
Publication Date:
2017-02-02 15:33:59
Filed By:
Bay Partners X Lp
Company:
Xactly Corp (NYSE:XTLY)
Filing Date:
2017-02-02
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Bay Partners X 2,315,466 2,443,759 2,315,466 2,443,759 2,315,466 7.8%
Bay Partners X Entrepreneurs Fund 128,293 2,443,759 128,293 2,443,759 128,293 7.8%
Bay Management Company X 2,443,759 2,443,759 2,443,759 7.8%
Neal Dempsey 0 0 2,443,759
Stuart G. Phillips 0 0 2,443,759
Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. 1)*

 

Xactly Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

98386L101

(CUSIP Number)

 

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[_]Rule 13d-1(b)

 

[_]Rule 13d-1(c)

 

[X]Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Page 1 of 12 Pages

Exhibit Index Contained on Page 11

 

 

CUSIP NO. 98386L101 13 G Page 2 of 12

 

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
                  Bay Partners X, L.P. (“Bay X”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)        [_]        (b)        [X]        

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
2,315,466 shares, except that Bay Management Company X, LLC (“Bay X GP”), the general partner of Bay X, may be deemed to have sole power to vote these shares, and Neal Dempsey (“Dempsey”) and Stuart G. Phillips (“Phillips”), the managers of Bay X GP, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
2,315,466 shares, except that Bay X GP, the general partner of Bay X, may be deemed to have sole power to dispose of these shares, and Dempsey and Phillips, the managers of Bay X GP, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                             2,315,466
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)     [_]
11

PERCENT OF CLASS REPREENTED BY AMOUNT IN ROW (9)

7.4%                              

12

TYPE OF REPORTING PERSON (See Instructions)

PN                                 

       

 

CUSIP NO. 98386L101 13 G Page 3 of 12

 


1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
                  Bay Partners X Entrepreneurs Fund, L.P. (“Bay X Entrepreneurs”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)        [_]        (b)        [X]        

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
128,293 shares, except that Bay X GP, the general partner of Bay X Entrepreneurs, may be deemed to have sole power to vote these shares, and Dempsey and Phillips, the managers of Bay X GP, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
128,293 shares, except that Bay X GP, the general partner of Bay X Entrepreneurs, may be deemed to have sole power to dispose of these shares, and Dempsey and Phillips, the managers of Bay X GP, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                             128,293
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)     [_]
11

PERCENT OF CLASS REPREENTED BY AMOUNT IN ROW (9)

0.4%                              

12

TYPE OF REPORTING PERSON (See Instructions)

PN                                 

     

 

CUSIP NO. 98386L101 13 G Page 4 of 12

 


1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
                  Bay Management Company X, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)        [_]        (b)        [X]        

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
2,443,759 shares, of which 2,315,466 are directly owned by Bay X and 128,293 are directly owned by Bay X Entrepreneurs.  Bay X GP, the general partner of Bay X and Bay X Entrepreneurs, may be deemed to have sole power to vote these shares, and Dempsey and Phillips, the managers of Bay X GP, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
2,443,759 shares, of which 2,315,466 are directly owned by Bay X and 128,293 are directly owned by Bay X Entrepreneurs.  Bay X GP, the general partner of Bay X and Bay X Entrepreneurs, may be deemed to have sole power to dispose of these shares, and Dempsey and Phillips, the managers of Bay X GP, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                             2,443,759
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)    [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.8%                              

12 TYPE OF REPORTING PERSON (See Instructions)

OO                                 

       

 

 
CUSIP NO. 98386L101 13 G Page 5 of 12

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

 

Neal Dempsey

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)        [_]        (b)        [X]        

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
            U.S. Citizen

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

 

5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
2,443,759 shares, of which 2,315,466 are directly owned by Bay X and 128,293 are directly owned by Bay X Entrepreneurs.  Bay X GP is the general partner of Bay X and Bay X Entrepreneurs, and Dempsey, a manager of Bay X GP, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
2,443,759 shares, of which 2,315,466 are directly owned by Bay X and 128,293 are directly owned by Bay X Entrepreneurs.  Bay X GP is the general partner of Bay X and Bay X Entrepreneurs, and Dempsey, a manager of Bay X GP, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                             2,443,759
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)    [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.8%                              

12 TYPE OF REPORTING PERSON (See Instructions)

IN                                 

       

 

 

CUSIP NO. 98386L101 13 G Page 6 of 12

 



1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

 

Stuart G. Phillips

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)        [_]        (b)        [X]        

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF 5 SOLE VOTING POWER
0 shares.
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
6 SHARED VOTING POWER
2,443,759 shares, of which 2,315,466 are directly owned by Bay X and 128,293 are directly owned by Bay X Entrepreneurs.  Bay X GP is the general partner of Bay X and Bay X Entrepreneurs, and Phillips, a manager of Bay X GP, may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
0 shares.
  8 SHARED DISPOSITIVE POWER
2,443,759 shares, of which 2,315,466 are directly owned by Bay X and 128,293 are directly owned by Bay X Entrepreneurs.  Bay X GP is the general partner of Bay X and Bay X Entrepreneurs, and Phillips, a manager of Bay X GP, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                             2,443,759
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)    [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.8%                              

12 TYPE OF REPORTING PERSON (See Instructions)

IN                                 

       

 

CUSIP NO. 98386L101 13 G Page 7 of 12

 

This Amendment No. 1 amends and restates in its entirety the Schedule 13G previously filed Bay Partners X, L.P., a Delaware limited partnership (“Bay X”), Bay Partners X Entrepreneurs Fund, L.P., a Delaware limited partnership (“Bay X Entrepreneurs”), Bay Management Company X, LLC, a Delaware limited liability company (“Bay X GP”), and Neal Dempsey (“Dempsey”) and Stuart G. Phillips (“Phillips”) (together with all prior and current amendments thereto, this “Schedule 13G”).

 

ITEM 1(A). NAME OF ISSUER
   
  Xactly Corporation
ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
  300 Park Avenue, Suite 1700
  San Jose, CA 95110
   
ITEM 2(A). NAME OF PERSONS FILING
  This Statement is filed by Bay X, Bay X Entrepreneurs, Bay X GP and Dempsey and Phillips”.  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
  Bay X GP, the general partner of Bay X and Bay X Entrepreneurs, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Bay X and Bay X Entrepreneurs.  Dempsey and Phillips are the managers of Bay X GP and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by Bay X and Bay X Entrepreneurs.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE
  The address for each of the Reporting Persons is:
   
  Bay Partners
  2180 Sand Hill Road, Suite 345
  Menlo Park, California  94025
ITEM 2(C) CITIZENSHIP
   
  Bay X and Bay X Entrepreneurs are Delaware limited partnerships.  Bay X GP is a Delaware limited liability company.  Dempsey and Phillips are United States citizens.  
ITEM 2(D) AND (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
  Common Stock
CUSIP # 98386L101
ITEM 3. Not Applicable.
   
ITEM 4. OWNERSHIP
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.  

 

CUSIP NO. 98386L101 13 G Page 8 of 12

 

  The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2016 (based on 31,331,597 shares of Common Stock of the issuer outstanding as of November 30, 2016 as reported by the issuer on Form 10-Q for the period ended October 31, 2016 and filed with the Securities and Exchange Commission on December 9, 2016).
  (a) Amount beneficially owned: 
    See Row 9 of cover page for each Reporting Person.
  (b)                 Percent of Class                   
                     See Row 11 of cover page for each Reporting Person.                  
  (c) Number of shares as to which such person has:(j)                   
     (i)   Sole power to vote or to direct the vote:
      See Row 5 of cover page for each Reporting Person.
    (ii) Shared power to vote or to direct the vote:
      See Row 6 of cover page for each Reporting Person.
    (iii) Sole power to dispose or to direct the disposition of:
      See Row 7 of cover page for each Reporting Person.
    (v) Shared power to dispose or to direct the disposition of:
      See Row 8 of cover page for each Reporting Person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Under certain circumstances set forth in the limited partnership agreements of Bay X and Bay X Entrepreneurs, and the limited liability company agreement of Bay X GP, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
   
  Not applicable.
   

 

 

CUSIP NO. 98386L101 13 G Page 9 of 12

 

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.
ITEM 10. CERTIFICATION.
   
  Not applicable.

 

 

CUSIP NO. 98386L101 13 G Page 10 of 12

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 1, 2017

 

Bay Partners X, L.P. /s/ Neal Dempsey
By Bay Management Company X, LLC Neal Dempsey
Its General Partner Manager
   
Bay Partners X Entrepreneurs Fund, L.P. /s/ Neal Dempsey
By Bay Management Company X, LLC Neal Dempsey
Its General Partner Manager
   
Neal Dempsey /s/ Neal Dempsey
  Neal Dempsey
   
Stuart G. Phillips /s/ Stuart G. Phillips
  Stuart G. Phillips

 

 

 

CUSIP NO. 98386L101 13 G Page 11 of 12

 

 

EXHIBIT INDEX

 

  Found on
Sequentially
Exhibit Numbered Page
   
Exhibit A:  Agreement of Joint Filing 12

 

 

 

CUSIP NO. 98386L101 13 G Page 12 of 12

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Xactly Corporation shall be filed on behalf of each Reporting Person. Note that copies of the applicable Agreement of Joint Filings are already on file with the appropriate agencies.