Douglas M. Leone - Oct 29, 2021 Form 4 Insider Report for Medallia, Inc. (MDLA)

Role: Director, 10%+ Owner
Signature: /s/ Roxanne Oulman, by power of attorney
Stock symbol: MDLA
Transactions as of: Oct 29, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/2/2021, 07:34 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		-407K	-98.12%		7.79K	Oct 29, 2021	Direct	F1
transaction	MDLA	Common Stock	Disposed to Issuer		-7.79K	-100%		0	Oct 29, 2021	Direct	F2, F3
transaction	MDLA	Common Stock	Disposed to Issuer		-1.07M	-100%		0	Oct 29, 2021	By estate planning vehicle	F1
transaction	MDLA	Common Stock	Disposed to Issuer		-1.43K	-100%		0	Oct 29, 2021	Denarvor, L.L.C	F1, F4, F5
transaction	MDLA	Common Stock	Disposed to Issuer		-18.2M	-100%		0	Oct 29, 2021	SC US GF V Holdings, Ltd.	F1, F5, F6
transaction	MDLA	Common Stock	Disposed to Issuer		-6.8M	-100%		0	Oct 29, 2021	Sequoia Capital U.S. Growth Fund VI, L.P.	F1, F5, F7
transaction	MDLA	Common Stock	Disposed to Issuer		-487K	-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		-6.98M	-100%		0	Oct 29, 2021	Sequoia Capital Global Growth Fund, LP	F1, F5, F8
transaction	MDLA	Common Stock	Disposed to Issuer		-253K	-100%		0	Oct 29, 2021	Sequoia Capital Global Growth Principals Fund, LP	F1, F5, F8
transaction	MDLA	Common Stock	Disposed to Issuer		-3.62M	-100%		0	Oct 29, 2021	Sequoia Grove II, LLC	F1, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Douglas M. Leone 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. 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.