Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  GENOVESE MARY ELLEN P
2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2014
3. Issuer Name and Ticker or Trading Symbol
8X8 INC /DE/ [EGHT]
(Last)
(First)
(Middle)
C/O 8X8, INC., 2125 O'NEL DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN JOSE, CA 95131
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 24,900
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (1) 07/22/2024 Common Stock 34,184 $ 7.52 D  
Restricted Stock Units   (2) 07/22/2024 Common Stock 24,024 $ (3) D  
Employee Stock Option (right to buy)   (4) 10/21/2024 Common Stock 189,612 $ 6.86 D  
Restricted Stock Units   (5) 03/31/2018 Common Stock 34,640 $ (3) D  
Restricted Stock Units   (6) 10/21/2018 Common Stock 33,360 $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GENOVESE MARY ELLEN P
C/O 8X8, INC.
2125 O'NEL DRIVE
SAN JOSE, CA 95131
      Chief Financial Officer  

Signatures

/s/ MaryEllen Genovese 11/03/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) This option becomes exercisable at the rate of one-fourth of the shares on 7/1/2015 and an additional one thirty-sixth of the remaining shares shall vest at the end of each full month thereafter.
(2) This award vests at the rate of one-fourth of such shares at July 1, 2015, one-fourth of such shares at July 1, 2016, one-fourth of such shares at July 1, 2017 and one-fourth of such shares at July 1, 2018.
(3) Each restricted stock unit represents a contingent right to receive one share of EGHT common stock.
(4) This option becomes exercisable at the rate of one-fourth of the shares on 10/21/2015 and an additional one thirty-sixth of the remaining shares shall vest at the end of each full month thereafter.
(5) RSUs vest (1) up to 25% on March 31, 2016; (2) up to 50% on March 31, 2017; and (3) up to 25% on March 31, 2018 in each case subject to performance of 8x8 common stock relative to NASDAQ Composite Index during the period from grant date through such dates.
(6) RSUs do not vest unless and until average closing price of 8x8 common stock over any 30 consecutive trading day period within 4 years from the grant date exceeds 150% of grant date closing price; then, at rate of 25% on each anniversary of grant date.

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