SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* MEDINA JAMES (Last) (First) (Middle) C/O MANDIANT, INC. 11951 FREEDOM DRIVE, 6TH FLOOR (Street) RESTON VA 20190 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Mandiant, Inc. [ MNDT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, Finance, CC & CAO
	3. Date of Earliest Transaction (Month/Day/Year) 09/12/2022
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock	09/12/2022		D		37,329(1)	D	$23(2)	0	D
Common Stock	09/12/2022		D		83,013	D	$23(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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. Includes 520 shares purchased on September 1, 2022 under the Issuer's 2013 Employee Stock Purchase Plan.

2. Represents shares of the Issuer's common stock that were disposed of in connection with the merger of Dupin Inc. with and into the Issuer (the "Merger") pursuant to an Agreement and Plan of Merger, dated as of March 7, 2022, by and among the Issuer, Google LLC ("Google") and Dupin Inc. At the effective time of the Merger, each share of the Issuer's common stock was cancelled and converted into the right to receive $23.00 in cash.

3. At the effective time of the Merger, each outstanding restricted stock unit ("RSU") was canceled and converted into a right to receive an amount in cash equal to the product of (1) $23.00 and (2) the total number of shares of the Issuer's common stock then-subject to such RSU. With respect to vested RSUs, such cash amount became payable at the effective time of the Merger and, with respect to unvested RSUs, such cash amount will vest and become payable in accordance with the vesting schedule applicable to the corresponding unvested RSU, generally subject to the Reporting Person's continued employment with Google and its affiliates.

Remarks:

	Richard Meamber, Attorney-in-Fact	09/12/2022
	** 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).
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