8x8, Inc.
8X8 INC /DE/ (Form: 4, Received: 09/26/2017 20:45:37)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Arora Puneet
2. Issuer Name and Ticker or Trading Symbol

8X8 INC /DE/ [ EGHT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP Global Sales
(Last)          (First)          (Middle)

C/O 8X8 INC., 2125 O'NEL DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

9/22/2017
(Street)

SAN JOSE, CA 95131
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   9/22/2017     J (1)    5794   A $13.3   49692   D    
Common Stock   9/22/2017     J (2)    8520   A $13.3   58212   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit     (3) 9/22/2017     J   (1)       5794      (4) 9/22/2019   Common Stock   5794   $0   125979   D    
Restricted Stock Unit     (3) 9/22/2017     F   (5)       3488      (4) 9/22/2019   Common Stock   3488   $0   122491   D    
Restricted Stock Unit     (3) 9/22/2017     J   (6)    6639       9/22/2017   9/22/2017   Common Stock   6639   $0   129130   D    
Restricted Stock Unit     (3) 9/20/2017     J   (2)       8520      (7) 9/22/2018   Common Stock   8520   $0   120610   D    
Restricted Stock Unit     (3) 9/22/2017     F   (5)       5129      (7) 9/22/2018   Common Stock   5129   $0   115481   D    

Explanation of Responses:
(1)  5,794 Restricted Stock Units became fully vested and have been converted to Common Stock.
(2)  8,520 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 shares at September 22, 2017, one-fourth of such shares at September 22, 2018 and one-fourth of such shares at September 22, 2019.
(5)  Payment of tax liability by withholding securities incident to vesting of restricted stock units.
(6)  As previously reported on Form 4, the reporting person was awarded 14,020 performance shares 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 8,520 were issued to the reporting person and the remaining 5,129 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 the 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Arora Puneet
C/O 8X8 INC.
2125 O'NEL DRIVE
SAN JOSE, CA 95131


SVP Global Sales

Signatures
/s/ Puneet Arora 9/26/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.