Borge Hald - 29 Oct 2021 Form 4 Insider Report for Medallia, Inc.

Role
Director
Signature
/s/ Roxanne Oulman, by power of attorney for Borge Hald
Issuer symbol
N/A
Transactions as of
29 Oct 2021
Net transactions value
-$107,100,000
Form type
4
Filing time
02 Nov 2021, 19:31:49 UTC
Previous filing
25 Oct 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MDLA Common Stock Disposed to Issuer -1,474,331 -97% 50,001 29 Oct 2021 Direct F1, F2
transaction MDLA Common Stock Disposed to Issuer -50,001 -100% 0 29 Oct 2021 Direct F2, F3
transaction MDLA Common Stock Disposed to Issuer -1,676,442 -97% 57,792 29 Oct 2021 See footnote F1, F2, F4
transaction MDLA Common Stock Disposed to Issuer -57,792 -100% 0 29 Oct 2021 See footnote F4, F5, F6
transaction MDLA Common Stock Disposed to Issuer -1,731,023 -100% 0 29 Oct 2021 See footnote F1, F7
transaction MDLA Common Stock Disposed to Issuer -1,590,289 -100% 0 29 Oct 2021 See footnote F1, F8

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 $20,400,000 -600,000 -100% $34.00 0 29 Oct 2021 Common Stock 600,000 $2.36 Direct F9
transaction MDLA Employee Stock Option (right to buy) Disposed to Issuer $44,200,000 -1,300,000 -100% $34.00 0 29 Oct 2021 Common Stock 1,300,000 $5.69 Direct F9
transaction MDLA Stock Option (right to buy) Disposed to Issuer $20,400,000 -600,000 -100% $34.00 0 29 Oct 2021 Common Stock 600,000 $2.36 See footnote F4, F9
transaction MDLA Stock Option (right to buy) Disposed to Issuer $22,100,000 -650,000 -100% $34.00 0 29 Oct 2021 Common Stock 650,000 $5.69 See footnote F4, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Borge Hald 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 shares are held of record by Ms. Pressman. The reporting persons are husband and wife.
F5 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.
F6 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.
F7 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.
F8 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.
F9 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.