Leslie Stretch - Oct 29, 2021 Form 4 Insider Report for Medallia, Inc. (MDLA)

Role: President and CEO, Director
Signature: /s/ Roxanne Oulman, by power of attorney
Stock symbol: MDLA
Transactions as of: Oct 29, 2021
Transactions value $: -$340,587,044
Form type: 4
Date filed: 11/2/2021, 07:17 PM
Previous filing: Oct 21, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MDLA	Common Stock	Disposed to Issuer		-131K	-17.79%		605K	Oct 29, 2021	Direct	F1
transaction	MDLA	Common Stock	Disposed to Issuer		-605K	-100%		0	Oct 29, 2021	Direct	F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MDLA	Employee Stock Option (right to buy)	Disposed to Issuer	-$147M	-4.31M	-100%	$34.00	0	Oct 29, 2021	Common Stock	4.31M	$6.26	Direct	F4
transaction	MDLA	Employee Stock Option (right to buy)	Disposed to Issuer	-$194M	-5.71M	-100%	$34.00	0	Oct 29, 2021	Common Stock	5.71M	$6.73	Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Leslie Stretch is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	The shares are represented by restricted stock units, or RSUs.
F3	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.
F4	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 3,401,961 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 907,912 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.
F5	The option provided for vesting of one-fourth of the total shares subject to the option on October 15, 2019 and 1/48th of the total shares vesting monthly thereafter. At the effective time of the merger, the 3,790,483 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 1,916,910 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.