Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
MARTIN BRYAN R
  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)
Chief Technology Officer
(Last)
(First)
(Middle)
C/O 8X8 INC, 2125 O'NEL DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
09/20/2018
(Street)

SAN JOSE, CA 95131
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 09/20/2018   M(1)   6,448 A $ 0 860,864 D  
Common Stock 09/20/2018   F(2)   3,246 D $ 21.75 857,618 D  
Common Stock 09/20/2018   M(3)   7,249 A $ 0 864,867 D  
Common Stock 09/20/2018   F(2)   3,649 D $ 21.75 861,218 D  
Common Stock 09/20/2018   M(3)   7,249 A $ 0 868,467 D  
Common Stock 09/20/2018   F(2)   3,649 D $ 21.75 864,818 D  
Common Stock 09/22/2018   M(4)   9,282 A $ 0 874,100 D  
Common Stock 09/22/2018   F(2)   4,673 D $ 21.2 869,427 D  
Common Stock 09/22/2018   M(5)   14,020 A $ 0 883,447 D  
Common Stock 09/22/2018   F(2)   7,059 D $ 21.2 876,388 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (6) 09/20/2018   M(1)     6,448   (7) 09/20/2020 Common Stock 6,448 $ 0 869,940 D  
Restricted Stock Unit (6) 09/20/2018   J(8)   2,445   09/20/2018 09/20/2018 Common stock 2,445 $ 0 872,385 D  
Restricted Stock Unit (6) 09/20/2018   M(3)     7,249   (9) 09/20/2019 Common Stock 7,249 $ 0 865,136 D  
Restricted Stock Unit (6) 09/20/2018   J(10)   2,445   09/20/2018 09/20/2018 Common Stock 2,445 $ 0 867,581 D  
Restricted Stock Unit (6) 09/20/2018   M(3)     7,249   (9) 09/20/2020 Common Stock 7,249 $ 0 860,332 D  
Restricted Stock Unit (6) 09/22/2018   M(4)     9,282   (11) 09/22/2019 Common Stock 9,282 $ 0 851,050 D  
Restricted Stock Unit (6) 09/22/2018   J(12)   7,010   09/22/2018 09/22/2018 Common Stock 7,010 $ 0 858,060 D  
Restricted Stock Unit (6) 09/22/2018   M(5)     14,020   (13) 09/22/2018 Common Stock 14,020 $ 0 844,040 D  

Reporting Owners

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  

Signatures

 /s/ Bryan R. Martin   09/24/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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) 6,448 Restricted Stock Units became fully vested and have been converted to Common Stock.
(2) Payment of tax liability by withholding securities incident to vesting of restricted stock units.
(3) 7,249 Restricted Stock Units became fully vested and have been converted to Common Stock.
(4) 9,282 Restricted Stock Units became fully vested and have been converted to Common Stock.
(5) 14,020 Restricted Stock Units became fully vested and have been converted to Common Stock.
(6) Each restricted sock unit represents a contingent right to receive on share of EGHT common stock.
(7) 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.
(8) 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.
(9) 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.
(10) 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.
(11) 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.
(12) 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.
(13) 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.

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