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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (3) | 09/22/2017 | J(1) | 4,402 | (4) | 09/22/2019 | Common Stock | 4,402 | $ 0 | 968,626 | D | ||||
| Restricted Stock Unit | (3) | 09/22/2017 | F(5) | 4,880 | (4) | 09/22/2019 | Common Stock | 4,880 | $ 0 | 963,746 | D | ||||
| Restricted Stock Unit | (3) | 09/22/2017 | J(6) | 6,639 | 09/22/2017 | 09/22/2017 | Common Stock | 6,639 | $ 0 | 970,385 | D | ||||
| Restricted Stock Unit | (3) | 09/22/2017 | J(2) | 6,473 | (7) | 09/22/2018 | Common Stock | 6,473 | $ 0 | 963,912 | D | ||||
| Restricted Stock Unit | (3) | 09/22/2017 | F(5) | 7,176 | (7) | 09/22/2018 | Common Stock | 7,176 | $ 0 | 956,736 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MARTIN BRYAN R C/O 8X8 INC 2125 O'NEL DRIVE SAN JOSE, CA 95131 |
Chief Technology Officer | |||
| /s/ Bryan R. Martin | 09/26/2017 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 4,402 Restricted Stock Units became fully vested and have been converted to Common Stock. |
| (2) | 6,473 Performance-based Restricted Stock Units became fully vested and have been converted to Common Stock. |
| (3) | Each restricted stock unit represents a contingent right to receive one share of EGHT common stock. |
| (4) | This award vests at the rate of one-fourth of such shares at September 22, 2016, one-fourth of such at September 22, 2017, one-fourth of such at September 22, 2018, and one-fourth of such at September 22, 2019. |
| (5) | Payment of tax liability by withholding securities incident to vesting of restricted stock units. |
| (6) | As previously reported on a Form 4, the reporting person was awarded 14,020 performance share units (PSUs) on September 22, 2015, of which 50% were eligible to vest on each of the second and third anniversaries of the award date. On September 22, 2017, the first installment of 7,010 PSUs vested at 194.71% of target, such that 13,649 shares became issuable. Of these shares, 6,473 were issued to the reporting person and the remaining 7,176 were withheld to pay the associated tax liability. The 6,639 units reported in Table II correspond to the additional shares issued in excess of 7,010 share target for the first vesting installment. |
| (7) | RSUs vest (1) 50% on September 22, 2017 and (2) 50% on September 22, 2018, in each case subject to performance of 8x8's common stock relative to the Russell 2000 Index during the period from grant date through such vesting date. A 2x multiplier will be applied to the total shareholder returns (TSR) for each 1% of positive or negative relative TSR, and the number of shares earned will increase or decrease by 2% of the target number shown in table. In the event 8x8's common stock performance is below negative 30%, relative to the benchmark, no shares will be issued. Maximum number of shares issuable is two times the number shown in the table. |