MDLA Medallia Inc

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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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 * Ottosson Mikael J	2. Issuer Name and Ticker or Trading Symbol Medallia, Inc. [ MDLA ]	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 & EVP
(Last)          (First)          (Middle) C/O MEDALLIA, INC., 575 MARKET STREET, SUITE 1850	3. Date of Earliest Transaction (MM/DD/YYYY) 10/29/2021
(Street) SAN FRANCISCO, CA 94105 (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	10/29/2021		D		34378	D	(1)	116933 (2)	D
Common Stock	10/29/2021		A		60297 (3)	A	$0.00	177230	D
Common Stock	10/29/2021		D		177230	D	(4)	0	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
Employee Stock Option (right to buy)	$4.42	10/29/2021		D			22624	(5)	9/9/2025	Common Stock	22624	$34.00	0	D
Employee Stock Option (right to buy)	$5.47	10/29/2021		D			122376	(5)	9/7/2026	Common Stock	122376	$34.00	0	D
Employee Stock Option (right to buy)	$5.69	10/29/2021		D			58375	(5)	3/16/2027	Common Stock	58375	$34.00	0	D
Employee Stock Option (right to buy)	$6.26	10/29/2021		D			241625	(6)	3/6/2028	Common Stock	241625	$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) 15,000 RSUs vest on April 15, 2022; (ii) 13,392 RSUs vest on March 15, 2023 and (iii) 31,905 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)	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.
(6)	The option provided for vesting of one-fourth of the total shares subject to the option on August 20, 2019 and 1/48th of the total shares vesting monthly thereafter. At the effective time of the merger, the 218,704 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 22,921 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
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Ottosson Mikael J C/O MEDALLIA, INC. 575 MARKET STREET, SUITE 1850 SAN FRANCISCO, CA 94105			Chief Technology Officer & EVP

Signatures
/s/ Roxanne Oulman, by power of attorney		11/2/2021
**Signature of Reporting Person		Date