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

Role: EVP & CFO
Signature: Richard Meamber, Attorney-in-Fact
Issuer symbol: N/A
Transactions as of: 12 Sep 2022
Net transactions value: -$15,633,560
Form type: 4
Filing time: 12 Sep 2022, 11:40:06 UTC
Previous filing: 17 Aug 2022
Next filing: 05 Dec 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MNDT	Common Stock	Disposed to Issuer	$9,577,453	-416,411	-100%	$23.00	0	12 Sep 2022	Direct	F1
transaction	MNDT	Common Stock	Disposed to Issuer	$2,627,773	-114,251	-100%	$23.00	0	12 Sep 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	+37,020		$0.000000	37,020	12 Sep 2022	Common Stock	37,020		Direct	F3, F4
transaction	MNDT	PERFORMANCE-BASED RESTRICTED STOCK UNITS	Award	$0	+112,038	+303%	$0.000000	149,058	12 Sep 2022	Common Stock	112,038		Direct	F3, F5
transaction	MNDT	PERFORMANCE-BASED RESTRICTED STOCK UNITS	Disposed to Issuer	$3,428,334	-149,058	-100%	$23.00	0	12 Sep 2022	Common Stock	149,058		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.