| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MDLA | Common Stock | Disposed to Issuer | -407 K | -98.12% | 7.79 K | Oct 29, 2021 | Direct | F1 | ||
| transaction | MDLA | Common Stock | Disposed to Issuer | -7.79 K | -100% | 0 | Oct 29, 2021 | Direct | F2, F3 | ||
| transaction | MDLA | Common Stock | Disposed to Issuer | -1.07 M | -100% | 0 | Oct 29, 2021 | By estate planning vehicle | F1 | ||
| transaction | MDLA | Common Stock | Disposed to Issuer | -1.43 K | -100% | 0 | Oct 29, 2021 | Denarvor, L.L.C | F1, F4, F5 | ||
| transaction | MDLA | Common Stock | Disposed to Issuer | -18.2 M | -100% | 0 | Oct 29, 2021 | SC US GF V Holdings, Ltd. | F1, F5, F6 | ||
| transaction | MDLA | Common Stock | Disposed to Issuer | -6.8 M | -100% | 0 | Oct 29, 2021 | Sequoia Capital U.S. Growth Fund VI, L.P. | F1, F5, F7 | ||
| transaction | MDLA | Common Stock | Disposed to Issuer | -487 K | -100% | 0 | Oct 29, 2021 | Sequoia Capital U.S. Growth VI Principals Fund, L.P | F1, F5, F7 | ||
| transaction | MDLA | Common Stock | Disposed to Issuer | -6.98 M | -100% | 0 | Oct 29, 2021 | Sequoia Capital Global Growth Fund, LP | F1, F5, F8 | ||
| transaction | MDLA | Common Stock | Disposed to Issuer | -253 K | -100% | 0 | Oct 29, 2021 | Sequoia Capital Global Growth Principals Fund, LP | F1, F5, F8 | ||
| transaction | MDLA | Common Stock | Disposed to Issuer | -3.62 M | -100% | 0 | Oct 29, 2021 | Sequoia Grove II, LLC | F1, F9 |
Douglas M. Leone is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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. 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. |
| F3 | 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. |
| F4 | SC US SSF 2013 (TTGP), L.L.C. is the general partner of SC U.S. Scout Seed Fund 2013 Management, L.P., which is the general partner of Sequoia Capital U.S. Scout Seed Fund 2013, L.P., which wholly owns Sequoia Capital U.S. Scout Fund IV, L.L.C., which in turn wholly owns Denarvor, L.L.C. Voting and dispositive decisions at SC US SSF 2013 (TTGP), L.L.C. with respect to the shares held by Denarvor, L.L.C. are made by an investment committee that includes Mr. Leone. |
| F5 | Mr. Leone disclaims beneficial ownership of the securities held by Denarvor, L.L.C., SC US GF V Holdings, Ltd., Sequoia Capital U.S. Growth Fund VI, L.P., Sequoia Capital U.S. Growth VI Principals Fund, L.P., Sequoia Capital Global Growth Fund, LP and Sequoia Capital Global Growth Principals Fund, LP except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| F6 | SC US (TTGP), Ltd. is the general partner of SCGF V Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund V, LP and Sequoia Capital USGF Principals Fund V, L.P., or collectively, the SC US GF V Funds, which together own 100% of the outstanding shares of SC US GF V Holdings, Ltd. Voting and dispositive decisions at SC US (TTGP), Ltd. with respect to the shares held by SC US GF V Holdings, Ltd. are made by an investment committee that includes Mr. Leone. |
| F7 | SC US (TTGP), Ltd. is the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. Voting and dispositive decisions at SC US (TTGP), Ltd. with respect to the shares held by Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. are made by an investment committee that includes Mr. Leone. |
| F8 | SC US (TTGP), Ltd. is the general partner of SCGGF Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund, LP and Sequoia Capital Global Growth Principals Fund, LP. Voting and dispositive decisions at SC US (TTGP), Ltd. with respect to the shares held by Sequoia Capital Global Growth Fund, LP and Sequoia Capital Global Growth Principals Fund, LP. are made by an investment committee that includes Mr. Leone. |
| F9 | The Reporting Person is a member of Sequoia Grove II, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |