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

Role
EVP & CFO
Signature
Richard Meamber, Attorney-in-Fact
Stock symbol
MNDT
Transactions as of
Sep 12, 2022
Transactions value $
-$15,633,560
Form type
4
Date filed
9/12/2022, 11:40 AM
Previous filing
Aug 17, 2022
Next filing
Dec 5, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MNDT Common Stock Disposed to Issuer -$9.58M -416K -100% $23.00 0 Sep 12, 2022 Direct F1
transaction MNDT Common Stock Disposed to Issuer -$2.63M -114K -100% $23.00 0 Sep 12, 2022 Direct F2

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 MNDT PERFORMANCE-BASED RESTRICTED STOCK UNITS Award $0 +37K $0.00 37K Sep 12, 2022 Common Stock 37K Direct F3, F4
transaction MNDT PERFORMANCE-BASED RESTRICTED STOCK UNITS Award $0 +112K +302.64% $0.00 149K Sep 12, 2022 Common Stock 112K Direct F3, F5
transaction MNDT PERFORMANCE-BASED RESTRICTED STOCK UNITS Disposed to Issuer -$3.43M -149K -100% $23.00 0 Sep 12, 2022 Common Stock 149K Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Frank Verdecanna 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. With respect to vested RSUs, such cash amount became payable at the effective time of the Merger and, with respect to unvested RSUs, such cash amount will vest and become payable in accordance with the vesting schedule applicable to the corresponding unvested RSU, generally subject to the Reporting Person's continued employment with Google and its affiliates.
F3 Each RSU subject to performance-based vesting conditions ("PSU") represented a right to receive a share of the Issuer's common stock, subject to the achievement of performance conditions.
F4 Represents PSUs for which performance was deemed achieved based on actual performance and that became vested at the effective time of the Merger ("Vested PSUs").
F5 Represents PSUs for which performance was deemed achieved based on actual performance at the effective time of the Merger and PSUs for which performance was deemed achieved assuming maximum performance but, in each case, remained subject to time-based vesting conditions ("Unvested PSUs").
F6 At the effective time of the Merger, each outstanding PSU 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 PSU assuming maximum level of achievement of all relevant performance goals. With respect to each Vested PSU, such cash amount became payable at the effective time of the Merger and, with respect to each Unvested PSU, such cash amount will vest and become payable in accordance with the time-based vesting schedule applicable to the corresponding Unvested PSU, generally subject to the Reporting Person's continued employment with Google and its affiliates.