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

Role: Director
Signature: /s/ Roxanne Oulman, by power of attorney for Borge Hald
Stock symbol: MDLA
Transactions as of: Oct 29, 2021
Transactions value $: -$107,100,000
Form type: 4
Date filed: 11/2/2021, 07:31 PM
Previous filing: Oct 25, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MDLA	Common Stock	Disposed to Issuer		-1.47M	-96.72%		50K	Oct 29, 2021	Direct	F1, F2
transaction	MDLA	Common Stock	Disposed to Issuer		-50K	-100%		0	Oct 29, 2021	Direct	F2, F3
transaction	MDLA	Common Stock	Disposed to Issuer		-1.68M	-96.67%		57.8K	Oct 29, 2021	See footnote	F1, F2, F4
transaction	MDLA	Common Stock	Disposed to Issuer		-57.8K	-100%		0	Oct 29, 2021	See footnote	F4, F5, F6
transaction	MDLA	Common Stock	Disposed to Issuer		-1.73M	-100%		0	Oct 29, 2021	See footnote	F1, F7
transaction	MDLA	Common Stock	Disposed to Issuer		-1.59M	-100%		0	Oct 29, 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	-$20.4M	-600K	-100%	$34.00	0	Oct 29, 2021	Common Stock	600K	$2.36	Direct	F9
transaction	MDLA	Employee Stock Option (right to buy)	Disposed to Issuer	-$44.2M	-1.3M	-100%	$34.00	0	Oct 29, 2021	Common Stock	1.3M	$5.69	Direct	F9
transaction	MDLA	Stock Option (right to buy)	Disposed to Issuer	-$20.4M	-600K	-100%	$34.00	0	Oct 29, 2021	Common Stock	600K	$2.36	See footnote	F4, F9
transaction	MDLA	Stock Option (right to buy)	Disposed to Issuer	-$22.1M	-650K	-100%	$34.00	0	Oct 29, 2021	Common Stock	650K	$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.