Filing Details

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

 

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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

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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

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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

 

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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

 

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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

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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.

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	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.

 

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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.

 

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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

 

 

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EXHIBIT INDEX

 

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

 

 

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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.