Statement of Changes in Beneficial Ownership (4)
03 Novembre 2021 - 12:32AM
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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Hald Borge |
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)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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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 |
(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)
___ Form filed by One Reporting Person
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X
_ 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 | | 1474331 | D | (1) | 50001 (2) | D | |
Common Stock | 10/29/2021 | | D | | 50001 (2) | D | (3) | 0 | D | |
Common Stock | 10/29/2021 | | D | | 1676442 | D | (1) | 57792 (2) | I | See footnote (4) |
Common Stock | 10/29/2021 | | D | | 57792 (5) | D | (6) | 0 | I | See footnote (4) |
Common Stock | 10/29/2021 | | D | | 1731023 | D | (1) | 0 | I | See footnote (7) |
Common Stock | 10/29/2021 | | D | | 1590289 | D | (1) | 0 | I | See footnote (8) |
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) | $2.36 | 10/29/2021 | | D | | | 600000 | (9) | 6/2/2025 | Common Stock | 600000 | $34.00 | 0 | D | |
Employee Stock Option (right to buy) | $5.69 | 10/29/2021 | | D | | | 1300000 | (9) | 3/16/2027 | Common Stock | 1300000 | $34.00 | 0 | D | |
Stock Option (right to buy) | $2.36 | 10/29/2021 | | D | | | 600000 | (9) | 6/2/2025 | Common Stock | 600000 | $34.00 | 0 | I | See footnote (4) |
Stock Option (right to buy) | $5.69 | 10/29/2021 | | D | | | 650000 | (9) | 3/16/2027 | Common Stock | 650000 | $34.00 | 0 | I | See footnote (4) |
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) | 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. |
(4) | The shares are held of record by Ms. Pressman. The reporting persons are husband and wife. |
(5) | Pursuant to the terms of the Issuer's 2019 Equity Incentive Plan and the Outside Director Compensation Plan, the RSUs vested in full in connection with a change in control. |
(6) | Immediately prior to the effective time of the merger, each vested RSU was cancelled and converted into a right to receive $34.00 in cash for each outstanding unit. |
(7) | The shares are held of record by the Borge Hald Irrevocable Trust U/A/D 11/4/2019 First Republic Trust Company of Delaware LLC, Trustee for which Mr. Hald serves as an investment advisor. |
(8) | The shares are held of record by the Amy Hald Irrevocable Trust U/A/D 11/4/2019 First Republic Trust Company of Delaware LLC, Trustee for which Ms. Pressman serves as an investment advisor. |
(9) | The 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hald Borge C/O MEDALLIA, INC. 575 MARKET STREET, SUITE 1850 SAN FRANCISCO, CA 94105 | X |
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Pressman Amy E C/O MEDALLIA, INC. 575 MARKET STREET, SUITE 1850 SAN FRANCISCO, CA 94105 | X |
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Signatures
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/s/ Roxanne Oulman, by power of attorney for Borge Hald | | 11/2/2021 |
**Signature of Reporting Person | Date |
/s/ Roxanne Oulman, by power of attorney for Amy Pressman | | 11/2/2021 |
**Signature of Reporting Person | Date |
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