Filing Details

SCHEDULE 13G

(Rule 13d-102)

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)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

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

*The remainder of this cover page shall be filled out for a reporting persons 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).

(1)   This Schedule 13G is filed by Alloy Ventures 2005, L.P., a California limited partnership (Ventures), Alloy Ventures 2005, LLC, a California limited liability company (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi) and Michael Hunkapiller (Hunkapiller and together with Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin and Hanafi, collectively, the Reporting Persons).  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   The shares are held by Ventures. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures; however, they disclaim beneficial ownership of the shares held by Ventures except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 31,331,597 shares of Common Stock outstanding as of November 30, 2016 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on December 9, 2016.

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(1)   This Schedule 13G is filed by Alloy Ventures 2005, L.P., a California limited partnership (Ventures), Alloy Ventures 2005, LLC, a California limited liability company (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi) and Michael Hunkapiller (Hunkapiller and together with Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin and Hanafi, collectively, the Reporting Persons).  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   The shares are held by Ventures. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures; however, they disclaim beneficial ownership of the shares held by Ventures except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 31,331,597 shares of Common Stock outstanding as of November 30, 2016 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on December 9, 2016.

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(1)   This Schedule 13G is filed by Alloy Ventures 2005, L.P., a California limited partnership (Ventures), Alloy Ventures 2005, LLC, a California limited liability company (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi) and Michael Hunkapiller (Hunkapiller and together with Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin and Hanafi, collectively, the Reporting Persons).  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   The shares are held by Ventures. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures; however, they disclaim beneficial ownership of the shares held by Ventures except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 31,331,597 shares of Common Stock outstanding as of November 30, 2016 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on December 9, 2016.

(4)   Includes 5,000 shares held by Taylor directly.

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(1)   This Schedule 13G is filed by Alloy Ventures 2005, L.P., a California limited partnership (Ventures), Alloy Ventures 2005, LLC, a California limited liability company (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi) and Michael Hunkapiller (Hunkapiller and together with Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin and Hanafi, collectively, the Reporting Persons).  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   The shares are held by Ventures. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures; however, they disclaim beneficial ownership of the shares held by Ventures except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 31,331,597 shares of Common Stock outstanding as of November 30, 2016 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on December 9, 2016.

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(1)   This Schedule 13G is filed by Alloy Ventures 2005, L.P., a California limited partnership (Ventures), Alloy Ventures 2005, LLC, a California limited liability company (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi) and Michael Hunkapiller (Hunkapiller and together with Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin and Hanafi, collectively, the Reporting Persons).  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   The shares are held by Ventures. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures; however, they disclaim beneficial ownership of the shares held by Ventures except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 31,331,597 shares of Common Stock outstanding as of November 30, 2016 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on December 9, 2016.

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(1)   This Schedule 13G is filed by Alloy Ventures 2005, L.P., a California limited partnership (Ventures), Alloy Ventures 2005, LLC, a California limited liability company (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi) and Michael Hunkapiller (Hunkapiller and together with Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin and Hanafi, collectively, the Reporting Persons).  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   The shares are held by Ventures. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures; however, they disclaim beneficial ownership of the shares held by Ventures except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 31,331,597 shares of Common Stock outstanding as of November 30, 2016 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on December 9, 2016.

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(1)   This Schedule 13G is filed by Alloy Ventures 2005, L.P., a California limited partnership (Ventures), Alloy Ventures 2005, LLC, a California limited liability company (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi) and Michael Hunkapiller (Hunkapiller and together with Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin and Hanafi, collectively, the Reporting Persons).  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   The shares are held by Ventures. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures; however, they disclaim beneficial ownership of the shares held by Ventures except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 31,331,597 shares of Common Stock outstanding as of November 30, 2016 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on December 9, 2016.

8

(1)   This Schedule 13G is filed by Alloy Ventures 2005, L.P., a California limited partnership (Ventures), Alloy Ventures 2005, LLC, a California limited liability company (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi) and Michael Hunkapiller (Hunkapiller and together with Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin and Hanafi, collectively, the Reporting Persons).  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   The shares are held by Ventures. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures; however, they disclaim beneficial ownership of the shares held by Ventures except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 31,331,597 shares of Common Stock outstanding as of November 30, 2016 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on December 9, 2016.

(4)   Includes 4,500 shares held by Hanafi directly.

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(1)   This Schedule 13G is filed by Alloy Ventures 2005, L.P., a California limited partnership (Ventures), Alloy Ventures 2005, LLC, a California limited liability company (GP 2005), Craig Taylor (Taylor), John Shoch (Shoch), Douglas Kelly (Kelly), Tony Di Bona (Di Bona), Daniel Rubin (Rubin), Ammar Hanafi (Hanafi) and Michael Hunkapiller (Hunkapiller and together with Ventures, GP 2005, Taylor, Shoch, Kelly, Di Bona, Rubin and Hanafi, collectively, the Reporting Persons).  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

(2)   The shares are held by Ventures. GP 2005 serves as the sole general partner of Ventures and owns no securities of the Issuer directly.  Taylor, Shoch, Kelly, Di Bona, Rubin, Hanafi and Hunkapiller are managing directors of GP 2005 and share voting and dispositive power over the shares held by Ventures; however, they disclaim beneficial ownership of the shares held by Ventures except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 31,331,597 shares of Common Stock outstanding as of November 30, 2016 as set forth in the Issuers most recent 10-Q filed with the Securities and Exchange Commission on December 9, 2016.

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Introductory Note: This Statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (Common Stock), of Xactly Corporation (the Issuer).

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SIGNATURE

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.

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Exhibit(s):

A - Joint Filing Statement

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EXHIBIT A

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Xactly Corporation is filed on behalf of each of us.

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