8X8 INC /DE/ — Director's Dealing 2018

Sep 24, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: 8X8 INC /DE/ (EGHT)
CIK: 0001023731
Period of Report: 2018-09-20

Reporting Person: MARTIN BRYAN R (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-20	Common Stock	M	6448	—	Acquired	860864	Direct
2018-09-20	Common Stock	F	3246	$21.75	Disposed	857618	Direct
2018-09-20	Common Stock	M	7249	—	Acquired	864867	Direct
2018-09-20	Common Stock	F	3649	$21.75	Disposed	861218	Direct
2018-09-20	Common Stock	M	7249	—	Acquired	868467	Direct
2018-09-20	Common Stock	F	3649	$21.75	Disposed	864818	Direct
2018-09-22	Common Stock	M	9282	—	Acquired	874100	Direct
2018-09-22	Common Stock	F	4673	$21.2	Disposed	869427	Direct
2018-09-22	Common Stock	M	14020	—	Acquired	883447	Direct
2018-09-22	Common Stock	F	7059	$21.2	Disposed	876388	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-20	Restricted Stock Unit	$	M	6448	Disposed	2020-09-20	Common Stock (6448)	Direct
2018-09-20	Restricted Stock Unit	$	J	2445	Acquired	2018-09-20	Common stock (2445)	Direct
2018-09-20	Restricted Stock Unit	$	M	7249	Disposed	2019-09-20	Common Stock (7249)	Direct
2018-09-20	Restricted Stock Unit	$	J	2445	Acquired	2018-09-20	Common Stock (2445)	Direct
2018-09-20	Restricted Stock Unit	$	M	7249	Disposed	2020-09-20	Common Stock (7249)	Direct
2018-09-22	Restricted Stock Unit	$	M	9282	Disposed	2019-09-22	Common Stock (9282)	Direct
2018-09-22	Restricted Stock Unit	$	J	7010	Acquired	2018-09-22	Common Stock (7010)	Direct
2018-09-22	Restricted Stock Unit	$	M	14020	Disposed	2018-09-22	Common Stock (14020)	Direct

Footnotes

F1: 6,448 Restricted Stock Units became fully vested and have been converted to Common Stock.

F2: Payment of tax liability by withholding securities incident to vesting of restricted stock units.

F3: 7,249 Restricted Stock Units became fully vested and have been converted to Common Stock.

F4: 9,282 Restricted Stock Units became fully vested and have been converted to Common Stock.

F5: 14,020 Restricted Stock Units became fully vested and have been converted to Common Stock.

F6: Each restricted sock unit represents a contingent right to receive on share of EGHT common stock.

F7: This award vests at the rate of one-fourth of such shares at September 20, 2017, one-fourth of such shares at September 20, 2018, one-fourth of such shares at September 20, 2019 and one-fourth of such shares at September 20, 2020.

F8: As previously reported on a Form 4, the Reporting person was awarded 9,608 performance share units (PSUs) on September 20, 2016, of which 50% were eligible to vest on each of the second and third anniversaries of the award date. On September 20, 2018, the first installment of 4,804 PSUs vested at 150.9% of target, such that 7,249 shares became issuable. Of these shares 3,600 were issued to the reporting person and the remaining 3,649 were withheld to pay the associated tax liability. The 2,445 units reported in Table II correspond to the additional shares issued in excess of 4,804 share target for the first vesting installment.

F9: RSUs vest (1) 50% on September 20, 2018 and (2) 50% on September 20, 2019, 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.

F10: As previously reported on a Form 4, the reporting person was awarded 9,608 performance share units (PSUs) on September 26, 2016, of which 50% were eligible to vest on each of the second and third anniversaries of the award date. On September 20, 2018, the first installment of 4,804 PSUs vested at 150.9 % of target, such that 7,249 shares became issuable. Of these shares, 3,600 were issued to the reporting person and the remaining 3,649 were withheld to pay the associated tax liability. The 2,445 units reported in Table II correspond to the additional shares issued in excess of 4,804 share target for the first vesting installment.

F11: This award vests at the rate of one-fourth of such shares at September 22, 2016, one-fourth of such shares at September 22, 2017, one-fourth of such shares at September 22, 2018 and one-fourth of such shares at September 22, 2019.

F12: 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, 2018, the second installment of 7,010 PSUs vested at 200.0% of target, such that 14,020 shares became issuable. Of these shares, 6,961 were issued to the reporting person and the remaining 7,059 were withheld to pay the associated tax liability. The 7,010 units reported in Table II correspond to the additional shares issued in excess of 7,010 share target for the second vesting installment.

F13: 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.