Ryan S. Smith - May 3, 2023 Form 4 Insider Report for Qualtrics International Inc. (XM)

Role: Founder and Executive Chair, Director
Signature: /s/ Blake Tierney, Attorney-in-Fact
Stock symbol: XM
Transactions as of: May 3, 2023
Transactions value $: -$7,374,718
Form type: 4
Date filed: 5/5/2023, 01:31 PM
Previous filing: Feb 14, 2023
Next filing: Jun 28, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	XM	Class A Common Stock	Sale	-$7.37M	-412K	-3.42%	$17.90	11.7M	May 3, 2023	Direct	F1, F2
holding	XM	Class A Common Stock						6M	May 3, 2023	By Q II, LLC

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

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id	Content
F1	Represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. These sales were automatic and intended to qualify under Rule 10b5-1.
F2	The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.88 to $17.92, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Content

Represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. These sales were automatic and intended to qualify under Rule 10b5-1.

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.88 to $17.92, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.