Mikael J. Ottosson - 29 Oct 2021 Form 4 Insider Report for Medallia, Inc.

Reporting relationship: Chief Technology Officer & EVP
Issuer ticker: N/A
Reported as of: 29 Oct 2021
Net transaction value: -$15,130,000
SEC form: 4
Accepted by SEC: 02 Nov 2021, 19:25:48 UTC
Prior SEC filing: 21 Oct 2021
Source filing: View source filing
Reporting owner signature: /s/ Roxanne Oulman, by power of attorney

Key filing fact

Mikael J. Ottosson filed Form 4 for Medallia, Inc. on 02 Nov 2021.

Key facts

This page summarizes Mikael J. Ottosson's Form 4 filing for Medallia, Inc..
7 reported transactions and 4 derivative rows are listed below.
Accepted by SEC: 02 Nov 2021, 19:25.

Change

Previous filing in this sequence was filed on 21 Oct 2021.
Current net transaction value: -$15,130,000.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

MDLA transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -34,378
Change %: -23%
Price
Shares after: 116,933
Date: 29 Oct 2021
Ownership: Direct
Footnotes: F1, F2

MDLA transaction

Common Stock

Award

Transaction value: $0
Shares: +60,297
Change %: +52%
Price: $0.000000
Shares after: 177,230
Date: 29 Oct 2021
Ownership: Direct
Footnotes: F3

MDLA transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -177,230
Change %: -100%
Price
Shares after: 0
Date: 29 Oct 2021
Ownership: Direct
Footnotes: F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

MDLA transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value: $769,216
Shares: -22,624
Change %: -100%
Price: $34.00
Shares after: 0
Date: 29 Oct 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 22,624
Exercise price: $4.42
Footnotes: F5

MDLA transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value: $4,160,784
Shares: -122,376
Change %: -100%
Price: $34.00
Shares after: 0
Date: 29 Oct 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 122,376
Exercise price: $5.47
Footnotes: F5

MDLA transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value: $1,984,750
Shares: -58,375
Change %: -100%
Price: $34.00
Shares after: 0
Date: 29 Oct 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 58,375
Exercise price: $5.69
Footnotes: F5

MDLA transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value: $8,215,250
Shares: -241,625
Change %: -100%
Price: $34.00
Shares after: 0
Date: 29 Oct 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 241,625
Exercise price: $6.26
Footnotes: F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Mikael J. Ottosson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote F1

Pursuant to the Agreement and Plan of Merger between the Issuer, Project Metal Parent, LLC and Project Metal Merger Sub, Inc. dated July 25, 2021, each share of issued and outstanding Issuer common stock was cancelled and converted into the right to receive $34.00 in cash.

Footnote F2

The shares are represented by restricted stock units, or RSUs.

Footnote F3

Immediately prior to the effective time of the merger, certain RSUs subject to the achievement of performance-based criteria were deemed achieved and vest as follows: (i) 15,000 RSUs vest on April 15, 2022; (ii) 13,392 RSUs vest on March 15, 2023 and (iii) 31,905 RSUs vest on April 15, 2024.

Footnote F4

At the effective time of the merger, the RSUs were cancelled and converted into a right to receive $34.00 in cash for each outstanding unit which will vest and be payable at the same time as the unvested RSUs for which such cash amount was exchanged would have vested pursuant to its terms.

Footnote F5

Shares subject to the option are fully vested and immediately exercisable. At the effective time of the merger, the vested options were cancelled in exchange for a cash payment representing the difference between $34.00 and the exercise price of the option per share.

Footnote F6

The option provided for vesting of one-fourth of the total shares subject to the option on August 20, 2019 and 1/48th of the total shares vesting monthly thereafter. At the effective time of the merger, the 218,704 vested options were cancelled in exchange for a cash payment representing the difference between $34.00 and the exercise price of the option per share. The remaining 22,921 unvested options were cancelled and converted into the right to receive a cash payment which represents the difference between $34.00 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms.