0000899243-21-042489.txt : 20211102
0000899243-21-042489.hdr.sgml : 20211102
20211102191702
ACCESSION NUMBER: 0000899243-21-042489
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211029
FILED AS OF DATE: 20211102
DATE AS OF CHANGE: 20211102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stretch Leslie
CENTRAL INDEX KEY: 0001343936
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38982
FILM NUMBER: 211373099
MAIL ADDRESS:
STREET 1: 4140 DUBLIN BLVD
STREET 2: SUITE 400
CITY: DUBLIN
STATE: CA
ZIP: 94568
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Medallia, Inc.
CENTRAL INDEX KEY: 0001540184
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0131
BUSINESS ADDRESS:
STREET 1: 575 MARKET STREET
STREET 2: SUITE 1850
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
BUSINESS PHONE: (650) 321-3000
MAIL ADDRESS:
STREET 1: 575 MARKET STREET
STREET 2: SUITE 1850
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
FORMER COMPANY:
FORMER CONFORMED NAME: Medallia Inc.
DATE OF NAME CHANGE: 20120123
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-10-29
1
0001540184
Medallia, Inc.
MDLA
0001343936
Stretch Leslie
C/O MEDALLIA, INC.
575 MARKET STREET, SUITE 1850
SAN FRANCISCO
CA
94105
1
1
0
0
President and CEO
Common Stock
2021-10-29
4
D
0
131004
D
605275
D
Common Stock
2021-10-29
4
D
0
605275
D
0
D
Employee Stock Option (right to buy)
6.26
2021-10-29
4
D
0
4309873
34.00
D
2028-08-22
Common Stock
4309873
0
D
Employee Stock Option (right to buy)
6.73
2021-10-29
4
D
0
5707393
34.00
D
2028-11-13
Common Stock
5707393
0
D
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.
The shares are represented by restricted stock units, or RSUs.
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.
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 3,401,961 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 907,912 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.
The option provided for vesting of one-fourth of the total shares subject to the option on October 15, 2019 and 1/48th of the total shares vesting monthly thereafter. At the effective time of the merger, the 3,790,483 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 1,916,910 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.
/s/ Roxanne Oulman, by power of attorney
2022-11-02