Statement of Changes in Beneficial Ownership (4)
November 02 2021 - 7:20PM
Edgar (US Regulatory)
FORM 4
[X]
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
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Carducci Elizabeth |
2. Issuer Name and Ticker or Trading Symbol
Medallia, Inc.
[
MDLA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Chief Revenue Officer |
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(Last)
(First)
(Middle)
C/O MEDALLIA, INC., 575 MARKET STREET, SUITE 1850 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/29/2021 |
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(Street)
SAN FRANCISCO, CA 94105
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 10/29/2021 | | D | | 702474 | D | (1) | 196751 (2) | D | |
| Common Stock | 10/29/2021 | | A | | 52222 (3) | A | $0.00 | 248973 | D | |
| Common Stock | 10/29/2021 | | D | | 248973 | D | (4) | 0 | D | |
| Common Stock | 10/29/2021 | | D | | 294150 | D | (1) | 0 | I | See footnote (5) |
| Common Stock | 10/29/2021 | | D | | 294150 | D | (1) | 0 | I | See footnote (6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Employee Stock Option (right to buy) | $4.42 | 10/29/2021 | | D | | | 20000 | (7) | 9/9/2025 | Common Stock | 20000 | $34.00 | 0 | D | |
| Employee Stock Option (right to buy) | $5.63 | 10/29/2021 | | D | | | 50000 | (7) | 11/29/2026 | Common Stock | 50000 | $34.00 | 0 | D | |
| Employee Stock Option (right to buy) | $6.26 | 10/29/2021 | | D | | | 55000 | (8) | 6/13/2028 | Common Stock | 55000 | $34.00 | 0 | D | |
| Employee Stock Option (right to buy) | $6.73 | 10/29/2021 | | D | | | 50000 | (9) | 11/13/2028 | Common Stock | 50000 | $34.00 | 0 | D | |
| Explanation of Responses: |
| (1) | Pursuant to the Agreement and Plan of Merger between the Issuer, Project Metal Parent, LLC and Project Metal Merger Sub, Inc. dated July 25, 2021, each share of issued and outstanding Issuer common stock was cancelled and converted into the right to receive $34.00 in cash. |
| (2) | The shares are represented by restricted stock units, or RSUs. |
| (3) | Immediately prior to the effective time of the merger, certain RSUs subject to the achievement of performance-based criteria were deemed achieved and vest as follows: (i) 9,333 RSUs vest on April 15, 2022; (ii) 17,857 RSUs vest on March 15, 2023 and (iii) 25,032 RSUs vest on April 15, 2024. |
| (4) | At the effective time of the merger, the RSUs were cancelled and converted into a right to receive $34.00 in cash for each outstanding unit which will vest and be payable at the same time as the unvested RSUs for which such cash amount was exchanged would have vested pursuant to its terms. |
| (5) | The shares are held of record by The Elizabeth Carducci 2020 Irrevocable Trust f/b/o NKA for which the reporting person serves as an investment advisor. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| (6) | The shares are held of record by The Elizabeth Carducci 2020 Irrevocable Trust f/b/o LJA for which the reporting person serves as an investment advisor. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| (7) | Shares subject to the option are fully vested and immediately exercisable. At the effective time of the merger, the vested options were cancelled in exchange for a cash payment representing the difference between $34.00 and the exercise price of the option per share. |
| (8) | The option provided for vesting of in 48 equal monthly installments beginning on May 1, 2018. At the effective time of the merger, the 48,124 vested options were cancelled in exchange for a cash payment representing the difference between $34.00 and the exercise price of the option per share. The remaining 6,876 unvested options were cancelled and converted into the right to receive a cash payment which represents the difference between $34.00 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms. |
| (9) | The option provided for vesting of in 48 equal monthly installments beginning on November 1, 2018. At the effective time of the merger, the 37,499 vested options were cancelled in exchange for a cash payment representing the difference between $34.00 and the exercise price of the option per share. The remaining 12,501 unvested options were cancelled and converted into the right to receive a cash payment which represents the difference between $34.00 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Carducci Elizabeth
C/O MEDALLIA, INC.
575 MARKET STREET, SUITE 1850
SAN FRANCISCO, CA 94105 |
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| EVP & Chief Revenue Officer |
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Signatures
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| /s/ Roxanne Oulman, by power of attorney | | 11/2/2021 |
| **Signature of Reporting Person | Date |
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