Adrian McDermott - Sep 12, 2022 Form 4 Insider Report for Mandiant, Inc. (MNDT)

Role: Director
Signature: Richard Meamber, Attorney-in-Fact
Stock symbol: MNDT
Transactions as of: Sep 12, 2022
Transactions value $: -$1,127,598
Form type: 4
Date filed: 9/12/2022, 11:27 AM
Previous filing: Aug 17, 2022
Next filing: Sep 19, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MNDT	Common Stock	Disposed to Issuer	-$914K	-39.8K	-100%	$23.00	0	Sep 12, 2022	Direct	F1
transaction	MNDT	Common Stock	Disposed to Issuer	-$213K	-9.27K	-100%	$23.00	0	Sep 12, 2022	Direct	F2

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

Adrian McDermott is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents shares of the Issuer's common stock that were disposed of in connection with the merger of Dupin Inc. with and into the Issuer (the "Merger") pursuant to an Agreement and Plan of Merger, dated as of March 7, 2022, by and among the Issuer, Google LLC ("Google") and Dupin Inc. At the effective time of the Merger, each share of the Issuer's common stock was cancelled and converted into the right to receive $23.00 in cash.
F2	At the effective time of the Merger, each outstanding restricted stock unit ("RSU") was canceled and converted into a right to receive an amount in cash equal to the product of (1) $23.00 and (2) the total number of shares of the Issuer's common stock then-subject to such RSU.

Content

Represents shares of the Issuer's common stock that were disposed of in connection with the merger of Dupin Inc. with and into the Issuer (the "Merger") pursuant to an Agreement and Plan of Merger, dated as of March 7, 2022, by and among the Issuer, Google LLC ("Google") and Dupin Inc. At the effective time of the Merger, each share of the Issuer's common stock was cancelled and converted into the right to receive $23.00 in cash.

At the effective time of the Merger, each outstanding restricted stock unit ("RSU") was canceled and converted into a right to receive an amount in cash equal to the product of (1) $23.00 and (2) the total number of shares of the Issuer's common stock then-subject to such RSU.