Borge Hald - 29 Oct 2021 Form 4 Insider Report for Medallia, Inc.

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 29 Oct 2021
Net transaction value: -$107,100,000
SEC form: 4
Accepted by SEC: 02 Nov 2021, 19:31:49 UTC
Prior SEC filing: 25 Oct 2021
Source filing: View source filing
Reporting owner signature: /s/ Roxanne Oulman, by power of attorney for Borge Hald

Key filing fact

Borge Hald filed Form 4 for Medallia, Inc. on 02 Nov 2021.

Key facts

This page summarizes Borge Hald's Form 4 filing for Medallia, Inc..
10 reported transactions and 4 derivative rows are listed below.
Accepted by SEC: 02 Nov 2021, 19:31.

Change

Previous filing in this sequence was filed on 25 Oct 2021.
Current net transaction value: -$107,100,000.

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: -1,474,331
Change %: -97%
Price
Shares after: 50,001
Date: 29 Oct 2021
Ownership: Direct
Footnotes: F1, F2

MDLA transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -50,001
Change %: -100%
Price
Shares after: 0
Date: 29 Oct 2021
Ownership: Direct
Footnotes: F2, F3

MDLA transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -1,676,442
Change %: -97%
Price
Shares after: 57,792
Date: 29 Oct 2021
Ownership: See footnote
Footnotes: F1, F2, F4

MDLA transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -57,792
Change %: -100%
Price
Shares after: 0
Date: 29 Oct 2021
Ownership: See footnote
Footnotes: F4, F5, F6

MDLA transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -1,731,023
Change %: -100%
Price
Shares after: 0
Date: 29 Oct 2021
Ownership: See footnote
Footnotes: F1, F7

MDLA transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -1,590,289
Change %: -100%
Price
Shares after: 0
Date: 29 Oct 2021
Ownership: See footnote
Footnotes: F1, F8

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: $20,400,000
Shares: -600,000
Change %: -100%
Price: $34.00
Shares after: 0
Date: 29 Oct 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 600,000
Exercise price: $2.36
Footnotes: F9

MDLA transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value: $44,200,000
Shares: -1,300,000
Change %: -100%
Price: $34.00
Shares after: 0
Date: 29 Oct 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 1,300,000
Exercise price: $5.69
Footnotes: F9

MDLA transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value: $20,400,000
Shares: -600,000
Change %: -100%
Price: $34.00
Shares after: 0
Date: 29 Oct 2021
Ownership: See footnote
Underlying class: Common Stock
Underlying amount: 600,000
Exercise price: $2.36
Footnotes: F4, F9

MDLA transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value: $22,100,000
Shares: -650,000
Change %: -100%
Price: $34.00
Shares after: 0
Date: 29 Oct 2021
Ownership: See footnote
Underlying class: Common Stock
Underlying amount: 650,000
Exercise price: $5.69
Footnotes: F4, F9

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 9 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

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 F4

The shares are held of record by Ms. Pressman. The reporting persons are husband and wife.

Footnote F5

Pursuant to the terms of the Issuer's 2019 Equity Incentive Plan and the Outside Director Compensation Plan, the RSUs vested in full in connection with a change in control.

Footnote F6

Immediately prior to the effective time of the merger, each vested RSU was cancelled and converted into a right to receive $34.00 in cash for each outstanding unit.

Footnote F7

The shares are held of record by the Borge Hald Irrevocable Trust U/A/D 11/4/2019 First Republic Trust Company of Delaware LLC, Trustee for which Mr. Hald serves as an investment advisor.

Footnote F8

The shares are held of record by the Amy Hald Irrevocable Trust U/A/D 11/4/2019 First Republic Trust Company of Delaware LLC, Trustee for which Ms. Pressman serves as an investment advisor.

Footnote F9

The 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.