FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Qualtrics International Inc. [ XM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/01/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 02/01/2021 | A | 51,037(1) | A | (1) | 51,037 | D | |||
Class A Common Stock | 02/01/2021 | A | 19,743(2) | A | (2) | 70,780 | D | |||
Class A Common Stock | 02/01/2021 | A | 416,667(3) | A | (3) | 487,447 | D | |||
Class A Common Stock | 02/01/2021 | A | 33,333(4) | A | (4) | 520,780 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Represents restricted stock units ("RSUs") with respect to Class A common stock granted to the Reporting Person in exchange for cash-settled fixed value rights tendered in the exchange offer in connection with the initial public offering of the Registrant's Class A common stock (the "Exchange Offer"). These RSUs continue to vest in equal quarterly installments, in accordance with the vesting terms of the original awards that were tendered in the Exchange Offer. |
2. Represents RSUs with respect to Class A common stock granted to the Reporting Person in exchange for cash-settled restricted stock units with respect to SAP SE stock tendered in the Exchange Offer. These RSUs continue to vest in equal annual installments, in accordance with the vesting terms of the original awards that were tendered in the Exchange Offer. |
3. Represents RSUs granted under the 2021 Qualtrics International Inc. Employee Omnibus Equity Plan (the "2021 Plan"). These RSUs vest 25% on the first anniversary of the grant date and ratably thereafter in 12 equal quarterly installments. |
4. Represents RSUs granted under the 2021 Plan. These RSUs vest in 16 equal quarterly installments. |
Remarks: |
/s/ Blake Tierney, Attorney-in-Fact | 02/02/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |