John P. Watters - 12 Sep 2022 Form 4 Insider Report for Mandiant, Inc.

Footnote 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.

Footnote F2

Shares held of record by JPW Advisory, Inc., for which the Reporting Person serves as the sole officer and director.

Footnote F3

Shares held of record by Dorset Investment Partners, Ltd., a family limited partnership of which the Reporting Person and his spouse are general partners. The Reporting Person disclaims beneficial ownership of all shares held by the family limited partnership, except to the extent of his pecuniary interest therein.

Footnote 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.

Footnote 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.

Footnote F6

Represents PSUs for which performance was deemed achieved assuming maximum performance but remained subject to time-based vesting conditions ("Unvested PSUs").

Footnote F7

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. 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.