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

Role
EVP & Chief Revenue Officer
Signature
/s/ Roxanne Oulman, by power of attorney
Stock symbol
MDLA
Transactions as of
Oct 29, 2021
Transactions value $
-$5,950,000
Form type
4
Date filed
11/2/2021, 07:19 PM
Previous filing
Oct 18, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MDLA Common Stock Disposed to Issuer -702K -78.12% 197K Oct 29, 2021 Direct F1, F2
transaction MDLA Common Stock Award $0 +52.2K +26.54% $0.00 249K Oct 29, 2021 Direct F3
transaction MDLA Common Stock Disposed to Issuer -249K -100% 0 Oct 29, 2021 Direct F4
transaction MDLA Common Stock Disposed to Issuer -294K -100% 0 Oct 29, 2021 See footnote F1, F5
transaction MDLA Common Stock Disposed to Issuer -294K -100% 0 Oct 29, 2021 See footnote F1, F6

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 -$680K -20K -100% $34.00 0 Oct 29, 2021 Common Stock 20K $4.42 Direct F7
transaction MDLA Employee Stock Option (right to buy) Disposed to Issuer -$1.7M -50K -100% $34.00 0 Oct 29, 2021 Common Stock 50K $5.63 Direct F7
transaction MDLA Employee Stock Option (right to buy) Disposed to Issuer -$1.87M -55K -100% $34.00 0 Oct 29, 2021 Common Stock 55K $6.26 Direct F8
transaction MDLA Employee Stock Option (right to buy) Disposed to Issuer -$1.7M -50K -100% $34.00 0 Oct 29, 2021 Common Stock 50K $6.73 Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Elizabeth Carducci 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) 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.
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 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.
F6 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.
F7 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.
F8 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.
F9 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.