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

Role: CFO and EVP
Signature: /s/ Roxanne Oulman
Stock symbol: MDLA
Transactions as of: Oct 29, 2021
Transactions value $: -$28,064,484
Form type: 4
Date filed: 11/2/2021, 07:18 PM
Previous filing: Oct 18, 2021
Next filing: Jul 28, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MDLA	Common Stock	Disposed to Issuer		-160K	-38.96%		251K	Oct 29, 2021	Direct	F1, F2
transaction	MDLA	Common Stock	Award	$0	+245K	+97.4%	$0.00	496K	Oct 29, 2021	Direct	F3
transaction	MDLA	Common Stock	Disposed to Issuer		-496K	-100%		0	Oct 29, 2021	Direct	F4

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	-$28.1M	-825K	-100%	$34.00	0	Oct 29, 2021	Common Stock	825K	$6.73	Direct	F5

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

Roxanne Oulman 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	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) 137,500 RSUs vest on April 15, 2022; (ii) 71,428 RSUs vest on March 15, 2023 and (iii) 35,660 RSUs vest on April 15, 2024.
F4	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.
F5	The option provided for vesting of one-fourth of the total shares subject to the option on November 5, 2019 and 1/48th of the total shares vesting monthly thereafter. At the effective time of the merger, the 554,585 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 270,841 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.