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Home > Insider Trading > Latest 13D and 13G Filings > 13G Filing (0001104659-17-007452)

Filing Details

Accession Number:
0001104659-17-007452
Form Type:
13G Filing
Publication Date:
2017-02-08 16:33:06
Filed By:
Rembrandt Venture Partners Ii L P
Company:
Xactly Corp (NYSE:XTLY)
Filing Date:
2017-02-08
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
Rembrandt Venture Partners II 0 1,819,600 0 1,819,600 1,819,600 5.8%
Rembrandt Venture Partners Fund Two 0 963,091 0 963,091 963,091 3.1%
Rembrandt Venture Partners Fund Two-A 0 2,894 0 2,894 2,894 0.0%
Rembrandt Venture Partners II 0 1,819,600 0 1,819,600 1,819,600 5.8%
Rembrandt Venture Partners Fund Two 0 965,985 0 965,985 965,985 3.1%
Gerald S. Casilli 0 2,979,970 0 2,979,970 2,979,970 9.5%
Douglas Schrier 0 2,867,383 0 2,867,383 2,867,383 9.2%
Michael Scott Irwin 0 974,523 0 974,523 974,523 3.1%
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Xactly Corporation

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

98386L 101

(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:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

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).

 

 

CUSIP No. 98386L 101

 

 

1

Name of Reporting Person:
Rembrandt Venture Partners II, L.P. 

 

I.R.S. Identification Nos. of Above Persons (Entities Only):

20-0282660

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

o

 

 

(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
0

 

6

Shared Voting Power
1,819,600

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,819,600

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,819,600

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
5.8% (1)

 

 

12

Type of Reporting Person (See Instructions):
PN

 

(1)       Based on 31,331,597 shares of the Issuers Common Stock outstanding as of November 30, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2016, filed with the Securities and Exchange Commission on December 9, 2016.

 

2

 

CUSIP No. 98386L 101

 

 

1

Name of Reporting Person:
Rembrandt Venture Partners Fund Two, L.P.

 

I.R.S. Identification Nos. of Above Persons (Entities Only):

26-2687535

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

o

 

 

(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
0

 

6

Shared Voting Power
963,091

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
963,091

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
963,091

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
3.1%(1)

 

 

12

Type of Reporting Person (See Instructions):
PN

 

(1)       Based on 31,331,597 shares of the Issuers Common Stock outstanding as of November 30, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2016, filed with the Securities and Exchange Commission on December 9, 2016.

 

3

 

CUSIP No. 98386L 101

 

 

1

Name of Reporting Person:
Rembrandt Venture Partners Fund Two-A, L.P.

 

I.R.S. Identification Nos. of Above Persons (Entities Only):

26-2687565

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

o

 

 

(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
0

 

6

Shared Voting Power
2,894

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
2,894

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
2,894

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
0.0%(1)

 

 

12

Type of Reporting Person (See Instructions):
PN

 

(1)       Based on 31,331,597 shares of the Issuers Common Stock outstanding as of November 30, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2016, filed with the Securities and Exchange Commission on December 9, 2016.

 

4

 

CUSIP No. 98386L 10 1

 

 

1

Name of Reporting Person:
Rembrandt Venture Partners II LLC

 

I.R.S. Identification Nos. of Above Persons (Entities Only):

20-0967777

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

o

 

 

(b)

o

 

 

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
0

 

6

Shared Voting Power
1,819,600

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,819,600

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,819,600

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
5.8%(1)

 

 

12

Type of Reporting Person (See Instructions):
OO

 

(1)       Based on 31,331,597 shares of the Issuers Common Stock outstanding as of November 30, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2016, filed with the Securities and Exchange Commission on December 9, 2016.

 

5

 

CUSIP No. 98386L 10 1

 

 

1

Name of Reporting Person:
Rembrandt Venture Partners Fund Two, LLC

 

I.R.S. Identification Nos. of Above Persons (Entities Only):

26-2687511

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

o

 

 

(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
0

 

6

Shared Voting Power
965,985

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
965,985

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
965,985

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
3.1%(1)

 

 

12

Type of Reporting Person (See Instructions):
OO

 

(1)       Based on 31,331,597 shares of the Issuers Common Stock outstanding as of November 30, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2016, filed with the Securities and Exchange Commission on December 9, 2016.

 

6

 

CUSIP No. 98386L 101

 

 

1

Name of Reporting Person:
Gerald S. Casilli

 

I.R.S. Identification Nos. of Above Persons (Entities Only):

 

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
2,979,970

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
2,979,970

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
2,979,970

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
9.5%(1)

 

 

12

Type of Reporting Person (See Instructions):
IN

 

(1)       Based on 31,331,597 shares of the Issuers Common Stock outstanding as of November 30, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2016, filed with the Securities and Exchange Commission on December 9, 2016.

 

7

 

CUSIP No. 98386L 101

 

 

1

Name of Reporting Person:
Douglas Schrier

 

I.R.S. Identification Nos. of Above Persons (Entities Only):

 

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
2,867,383

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
2,867,383

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
2,867,383

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
9.2%(1)

 

 

12

Type of Reporting Person (See Instructions):
IN

 

(1)       Based on 31,331,597 shares of the Issuers Common Stock outstanding as of November 30, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2016, filed with the Securities and Exchange Commission on December 9, 2016.

 

8

 

CUSIP No. 98386L 10 1

 

 

1

Name of Reporting Person:
Michael Scott Irwin

 

I.R.S. Identification Nos. of Above Persons (Entities Only):

 

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
974,523

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
974,523

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
974,523

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
3.1%(1)

 

 

12

Type of Reporting Person (See Instructions):
IN

 

(1)       Based on 31,331,597 shares of the Issuers Common Stock outstanding as of November 30, 2016, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2016, filed with the Securities and Exchange Commission on December 9, 2016.

 

9

 

Item 1

 

(a)

Name of Issuer:
Xactly Corporation

 

(b)

Address of Issuers Principal Executive Offices:
300 Park Avenue, Suite 1700

San Jose, California  95110

 

Item 2

 

(a)

Names of Persons Filing:
Each of the following is a reporting person (Reporting Person):

 

Rembrandt Venture Partners II, L.P.

Rembrandt Venture Partners Fund Two, L.P. 

Rembrandt Venture Partners Fund Two-A, L.P. 

Rembrandt Venture Partners II LLC

Rembrandt Venture Partners Fund Two, LLC

Gerald S. Casilli

Douglas Schrier

Michael Scott Irwin

 

(b)

Address or Principal Business Office or, if none, Residence:
The principal business address of each Reporting Person is:

 

c/o Rembrandt Venture Partners

600 Montgomery Street, 44th Floor

San Francisco, California 94111

 

(c)

Citizenship:
Reference is made to the response to item 4 on each of pages 2-9 of this Schedule 13G/A (this Schedule), which responses are incorporated herein by reference.

 

(d)

Title and Class of Securities:
Common Stock, par value $0.0001 per share (the Common Stock).

 

(e)

CUSIP No.:
98386L 10 1

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

10

 

Item 4.

Ownership

Reference is hereby made to the responses to items 5-9 and 11 of pages 2 - 9 of this Schedule, which responses are incorporated by reference herein.

 

Ownership by the Reporting Persons is as follows:

 

(i)            Rembrandt Venture Partners II, L.P. (RVP II) is the record holder of 1,819,600 shares of Common Stock. Messrs. Casilli and Schrier, as the managing members of Rembrandt Venture Partners II LLC, the general partner of RVP II, share voting and dispositive power with respect to the shares held by RVP II.

(ii)           Rembrandt Venture Partners Fund Two, L.P. (RVPF 2) is the record holder of 963,091 shares of Common Stock. Messrs. Casilli, Schrier and Irwin, as the managing members of Rembrandt Venture Partners Fund Two LLC, the general partner of RVPF 2, share voting and dispositive power with respect to the shares held by RVPF 2.

(iii)          Rembrandt Venture Partners Fund Two-A, L.P. (RVPF 2-A) is the record holder of 2,894 shares of Common Stock. Messrs. Casilli, Schrier and Irwin, as the managing members of Rembrandt Venture Partners Fund Two LLC, the general partner of RVPF 2-A, share voting and dispositive power with respect to the shares held by RVPF 2-A.

 

In addition, Mr. Casilli beneficially owns 127,761 shares of Common Stock held of record by the Casilli Family Holdings, L.P., for which he serves as a partner, 52,065 shares of Common Stock held of record by Casilli Investment Partners for which Mr. Casilli serves as a partner; and 14,559 shares of Common Stock held of record by the Casilli Revocable Trust for which Mr. Casilli serves as a trustee. Mr. Irwin is the record holder of 8,538 shares of Common Stock. Mr. Schrier is the record holder of 81,798 shares of Common Stock.

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certifications

Not applicable.

 

11

 

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 7, 2017

REMBRANDT VENTURE PARTNERS II, L.P.

 

By: Rembrandt Venture Partners II LLC

 

Its: General Partner

 

 

 

By:

/s/ Gerald S. Casilli

 

Name:

Gerald S. Casilli

 

Title:

Managing Member

 

 

 

 

 

 

 

REMBRANDT VENTURE PARTNERS FUND TWO, L.P.

 

 

 

By: Rembrandt Venture Partners Fund Two, LLC

 

Its: General Partner

 

 

 

 

By:

/s/ Gerald S. Casilli

 

Name:

Gerald S. Casilli

 

Title:

Managing Member

 

 

 

 

 

 

 

REMBRANDT VENTURE PARTNERS FUND TWO-A, L.P.

 

 

 

By: Rembrandt Venture Partners Fund Two, LLC

 

Its: General Partner

 

 

 

 

By:

/s/ Gerald S. Casilli

 

Name:

Gerald S. Casilli

 

Title:

Managing Member

 

 

 

 

 

 

 

REMBRANDT VENTURE PARTNERS II LLC

 

 

 

 

By:

/s/ Gerald S. Casilli

 

Name:

Gerald S. Casilli

 

Title:

Managing Member

 

 

 

 

 

 

 

REMBRANDT VENTURE PARTNERS FUND TWO, LLC

 

 

 

 

By:

/s/ Gerald S. Casilli

 

Name:

Gerald S. Casilli

 

Title:

Managing Member

 

 

 

 

 

 

 

/s/ Gerald S. Casilli

 

Gerald S. Casilli

 

 

 

 

 

/s/ Douglas Schrier

 

Douglas Schrier

 

 

 

 

 

/s/ Michael Scott Irwin

 

Michael Scott Irwin

 

12