8X8 INC /DE/ — Director's Dealing 2015

Sep 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: 8X8 INC /DE/ (EGHT)
CIK: 0001023731
Period of Report: 2015-09-22

Reporting Person: Verma Vikram (Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-22	Restricted Stock Units	$	A	179440	Acquired	2018-09-22	Common Stock (179440)	Direct
2015-09-22	Restricted Stock Units	$	A	158416	Acquired	2019-09-22	Common Stock (158416)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of EGHT common stock.

F2: RSUs vest (1) 50% on September 22, 2017 and (2) 50% on September 27, 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.

F3: 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.