FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/18/2019 |
3. Issuer Name and Ticker or Trading Symbol
Medallia, Inc. [ MDLA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 200,000(2) | D | |
Class A Common Stock | 227,183(3) | I | See footnote(4) |
Class A Common Stock | 443,480 | I | See footnote(5) |
Class A Common Stock | 443,480 | I | See footnote(6) |
Class A Common Stock | 443,480 | I | See footnote(7) |
Class A Common Stock | 443,480 | I | See footnote(8) |
Class A Common Stock | 157,973 | I | See footnote(9) |
Class A Common Stock | 443,480 | I | See footnote(10) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Common Stock | (11) | (11) | Class A Common Stock(1) | 1,500 | (11) | D | |
Class B Common Stock | (11) | (11) | Class A Common Stock(1) | 1,500 | (11) | I | See footnote(4) |
Series A Convertible Preferred Stock | (12) | (12) | Class A Common Stock(1) | 4,120,255 | (12) | D | |
Series A Convertible Preferred Stock | (12) | (12) | Class A Common Stock(1) | 4,185,099 | (12) | I | See footnote(4) |
Series A Convertible Preferred Stock | (12) | (12) | Class A Common Stock(1) | 22,254 | (12) | I | See footnote(5) |
Series A Convertible Preferred Stock | (12) | (12) | Class A Common Stock(1) | 1,421,809 | (12) | I | See footnote(6) |
Series A Convertible Preferred Stock | (12) | (12) | Class A Common Stock(1) | 22,254 | (12) | I | See footnote(7) |
Series A Convertible Preferred Stock | (12) | (12) | Class A Common Stock(1) | 1,171,809 | (12) | I | See footnote(8) |
Series A Convertible Preferred Stock | (12) | (12) | Class A Common Stock(1) | 1,056,520 | (12) | I | See footnote(10) |
Stock Option (right to buy) | (13) | 06/03/2025 | Class A Common Stock(1) | 600,000 | $2.36 | D | |
Stock Option (right to buy) | (14) | 03/17/2027 | Class A Common Stock(1) | 1,300,000 | $5.69 | D | |
Stock Option (right to buy) | (13) | 06/03/2025 | Class A Common Stock(1) | 600,000 | $2.36 | I | See footnote(4) |
Stock Option (right to buy) | (14) | 03/17/2027 | Class A Common Stock(1) | 650,000 | $5.69 | I | See footnote(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Each share of Class A Common Stock shall be reclassified into one share of Common Stock immediately prior to the completion of the Issuer's initial public offering of Common Stock and following the conversion of each series of the Issuer's Convertible Preferred Stock and the Issuer's Series B Common Stock into Series A Common Stock. |
2. The reported shares are represented by restricted stock units, or RSUs, pursuant to which 1/3 of the RSUs vest on July 17, 2020 and 1/12th of the RSUs vest quarterly thereafter. |
3. Includes 200,000 shares represented by restricted stock units, or RSUs, pursuant to which 1/3 of the RSUs vest on July 17, 2020 and 1/12th of the RSUs vest quarterly thereafter. |
4. The shares are held of record by Ms. Pressman. The reporting persons are husband and wife. |
5. The shares are held of record by the Borge Hald 2011 Irrevocable Remainder Trust for which Mr. Hald serves as trustee. |
6. The shares are held of record by the Borge Hald 2014 Irrevocable Descendant's Trust for which Mr. Hald serves as trustee. |
7. The shares are held of record by the Amy Hald 2011 Irrevocable Remainder Trust for which Ms. Pressman serves as trustee. |
8. The shares are held of record by the Amy Hald 2014 Irrevocable Descendant's Trust for which Ms. Pressman serves as trustee. |
9. The shares are held of record by the Amy Hald Irrevocable Remainder Trust for which Ms. Pressman serves as trustee. |
10. The shares are held of record by The Hald 2011 Irrevocable Children's Trust for which Mr. Hald and Ms. Pressman serve as co-trustees. |
11. Each share of Class B Common Stock shall automatically convert into Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date. |
12. Each share of Series A Convertible Preferred Stock shall automatically convert into Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date. |
13. The shares subject to the option are fully vested and immediately exercisable. |
14. The shares subject to the option vest in 48 equal monthly installments beginning on May 1, 2017. Upon completion of the Issuer's initial public offering of Common Stock, the vesting of the option shall be fully accelerated. |
Remarks: |
Exhibit 24.1 - Power of Attorney - Borge Hald Exhibit 24.2 - Power of Attorney - Amy E. Pressman |
/s/ Alan K. Grebene, by power of attorney for Borge Hald | 07/18/2019 | |
/s/ Alan K. Grebene, by power of attorney for Amy E. Pressman | 07/18/2019 | |
** 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 5 (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. |