Mikael J. Ottosson - Oct 29, 2021 Form 4 Insider Report for Medallia, Inc. (MDLA)

Role
Chief Technology Officer & EVP
Signature
/s/ Roxanne Oulman, by power of attorney
Stock symbol
MDLA
Transactions as of
Oct 29, 2021
Transactions value $
-$15,130,000
Form type
4
Date filed
11/2/2021, 07:25 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 -34.4K -22.72% 117K Oct 29, 2021 Direct F1, F2
transaction MDLA Common Stock Award $0 +60.3K +51.57% $0.00 177K Oct 29, 2021 Direct F3
transaction MDLA Common Stock Disposed to Issuer -177K -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 -$769K -22.6K -100% $34.00 0 Oct 29, 2021 Common Stock 22.6K $4.42 Direct F5
transaction MDLA Employee Stock Option (right to buy) Disposed to Issuer -$4.16M -122K -100% $34.00 0 Oct 29, 2021 Common Stock 122K $5.47 Direct F5
transaction MDLA Employee Stock Option (right to buy) Disposed to Issuer -$1.98M -58.4K -100% $34.00 0 Oct 29, 2021 Common Stock 58.4K $5.69 Direct F5
transaction MDLA Employee Stock Option (right to buy) Disposed to Issuer -$8.22M -242K -100% $34.00 0 Oct 29, 2021 Common Stock 242K $6.26 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mikael J. Ottosson 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) 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.
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 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.
F6 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.