Zig Serafin - 28 Jun 2023 Form 4 Insider Report for Qualtrics International Inc.

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated March 12, 2023 (the "Merger Agreement"), by and among Qualtrics International Inc., a Delaware corporation ("Issuer"), Quartz Holdco, LLC, a Delaware limited liability company ("Parent") and Quartz MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on June 28, 2023, Merger Sub merged with and into Issuer, with Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger").

Footnote F2

At the effective time of the Merger (the "Effective Time"), each then outstanding share of Issuer Class A common stock, par value $0.0001 per share ("Class A Common Stock") and Issuer Class B common stock, par value $0.0001 per share ("Class B Common Stock" and together with Class A Common Stock, "Common Stock"), other than the Excluded Shares (as defined in the Merger Agreement) was cancelled, ceased to exist and automatically converted into the right to receive $18.15 in cash, without interest and after giving effect to any applicable withholding taxes.

Footnote F3

These shares include restricted stock units of Issuer (each, an "RSU") and performance stock units of Issuer (each, a "PSU"). Each RSU and PSU that, as of immediately prior to the Effective Time, was vested in accordance with its terms after giving effect to any vesting that occurred as a result of the transactions in connection with the Merger but had not yet been settled (each, a "Vested RSU" and "Vested PSU," respectively), was cancelled as of the Effective Time and converted into the right to receive an amount in cash, without interest, equal to the product of $18.15 and the aggregate number of shares of Common Stock subject to such Vested RSU or Vested PSU, as applicable, less applicable taxes and authorized deductions.

Footnote F4

Each RSU that, as of immediately prior to the Effective Time, was not a Vested RSU (each, an "Unvested RSU") was converted into the contingent right to receive an amount in cash equal to the product of $18.15 and the aggregate number of shares of Common Stock subject to such Unvested RSU (the "Unvested RSU Consideration"). Subject to the Reporting Person's continued service with Issuer and its subsidiaries through the applicable vesting dates, such Unvested RSU Consideration will vest and become payable at the same time as the underlying Unvested RSU would have vested and become payable pursuant to its terms and will otherwise generally remain subject to the same terms and conditions as applied to the underlying Unvested RSU immediately prior to the Effective Time.

Footnote F5

Each PSU that, as of immediately prior to the Effective Time, was not a Vested PSU (each, an "Unvested PSU") was converted into the contingent right to receive an amount in cash equal to the product of $18.15 and the aggregate number of shares of Common Stock subject to such Unvested PSU based on the attainment of the applicable performance metrics at the target level of performance (the "Unvested PSU Consideration").

Footnote F6

(Continued from Footnote 5) Subject to the Reporting Person's continued service with Issuer and its subsidiaries through the applicable time-based vesting dates, such Unvested PSU Consideration will vest and become payable at the same time as the underlying Unvested PSU would have vested and become payable pursuant to its terms and will otherwise generally remain subject to the same terms and conditions as applied to the underlying Unvested PSU immediately prior to the Effective Time, except that no performance-based vesting metrics or criteria will apply from and after the Effective Time.