Kevin R. Mandia - Sep 12, 2022 Form 4 Insider Report for Mandiant, Inc. (MNDT)

Role: Chief Executive Officer, Director
Signature: Richard Meamber, Attorney-in-Fact
Stock symbol: MNDT
Transactions as of: Sep 12, 2022
Transactions value $: -$94,983,146
Form type: 4
Date filed: 9/12/2022, 11:46 AM
Previous filing: Aug 17, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MNDT	Common Stock	Disposed to Issuer	-$70.8M	-3.08M	-100%	$23.00	0	Sep 12, 2022	Direct	F1
transaction	MNDT	Common Stock	Disposed to Issuer	-$7.84M	-341K	-100%	$23.00	0	Sep 12, 2022	See footnote	F1, F2
transaction	MNDT	Common Stock	Disposed to Issuer	-$3.32M	-144K	-100%	$23.00	0	Sep 12, 2022	See footnote	F1, F3
transaction	MNDT	Common Stock	Disposed to Issuer	-$5.78M	-251K	-100%	$23.00	0	Sep 12, 2022	Direct	F4

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	+80.7K		$0.00	80.7K	Sep 12, 2022	Common Stock	80.7K		Direct	F5, F6
transaction	MNDT	PERFORMANCE-BASED RESTRICTED STOCK UNITS	Award	$0	+235K	+290.84%	$0.00	316K	Sep 12, 2022	Common Stock	235K		Direct	F5, F7
transaction	MNDT	PERFORMANCE-BASED RESTRICTED STOCK UNITS	Disposed to Issuer	-$7.26M	-316K	-100%	$23.00	0	Sep 12, 2022	Common Stock	316K		Direct	F8

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

Kevin R. Mandia 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	Shares held of record by the Kevin R. Mandia 2011 Irrevocable Trust Dated July 29, 2011 (the "Irrevocable Trust"). The Reporting Person's spouse, as trustee, has shared voting and investment power with respect to the shares held of record by the Irrevocable Trust. The Reporting Person disclaims beneficial ownership of such shares.
F3	Shares held of record by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of the shares held by his spouse, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his spouse's shares for purpose of Section 16 or for any other reason.
F4	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.
F5	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.
F6	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").
F7	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").
F8	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.