0000899243-21-042504.txt : 20211102
0000899243-21-042504.hdr.sgml : 20211102
20211102192548
ACCESSION NUMBER: 0000899243-21-042504
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: Ottosson Mikael J
CENTRAL INDEX KEY: 0001782196
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38982
FILM NUMBER: 211373123
MAIL ADDRESS:
STREET 1: C/O MEDALLIA INC
STREET 2: 575 MARKET STREET SUITE 1850
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
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
0001782196
Ottosson Mikael J
C/O MEDALLIA, INC.
575 MARKET STREET, SUITE 1850
SAN FRANCISCO
CA
94105
0
1
0
0
Chief Technology Officer & EVP
Common Stock
2021-10-29
4
D
0
34378
D
116933
D
Common Stock
2021-10-29
4
A
0
60297
0.00
A
177230
D
Common Stock
2021-10-29
4
D
0
177230
D
0
D
Employee Stock Option (right to buy)
4.42
2021-10-29
4
D
0
22624
34.00
D
2025-09-09
Common Stock
22624
0
D
Employee Stock Option (right to buy)
5.47
2021-10-29
4
D
0
122376
34.00
D
2026-09-07
Common Stock
122376
0
D
Employee Stock Option (right to buy)
5.69
2021-10-29
4
D
0
58375
34.00
D
2027-03-16
Common Stock
58375
0
D
Employee Stock Option (right to buy)
6.26
2021-10-29
4
D
0
241625
34.00
D
2028-03-06
Common Stock
241625
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.
Immediately prior to the effective time of the merger, certain RSUs subject to the achievement of performance-based criteria were deemed achieved and vest as follows: (i) 15,000 RSUs vest on April 15, 2022; (ii) 13,392 RSUs vest on March 15, 2023 and (iii) 31,905 RSUs vest on April 15, 2024.
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.
Shares subject to the option are fully vested and immediately exercisable. At the effective time of the merger, the 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 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 218,704 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 22,921 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
2021-11-02