Pressman Amy E 4
4 · Medallia, Inc. · Filed Nov 2, 2021
Insider Transaction Report
Form 4
Medallia, Inc.MDLA
Hald Borge
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2021-10-29−1,474,331→ 50,001 total - Disposition to Issuer
Common Stock
2021-10-29−50,001→ 0 total - Disposition to Issuer
Common Stock
2021-10-29−1,676,442→ 57,792 total(indirect: See footnote) - Disposition to Issuer
Common Stock
2021-10-29−57,792→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock
2021-10-29−1,731,023→ 0 total(indirect: See footnote) - Disposition to Issuer
Stock Option (right to buy)
2021-10-29$34.00/sh−600,000$20,400,000→ 0 total(indirect: See footnote)Exercise: $2.36Exp: 2025-06-02→ Common Stock (600,000 underlying) - Disposition to Issuer
Common Stock
2021-10-29−1,590,289→ 0 total(indirect: See footnote) - Disposition to Issuer
Employee Stock Option (right to buy)
2021-10-29$34.00/sh−600,000$20,400,000→ 0 totalExercise: $2.36Exp: 2025-06-02→ Common Stock (600,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2021-10-29$34.00/sh−1,300,000$44,200,000→ 0 totalExercise: $5.69Exp: 2027-03-16→ Common Stock (1,300,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2021-10-29$34.00/sh−650,000$22,100,000→ 0 total(indirect: See footnote)Exercise: $5.69Exp: 2027-03-16→ Common Stock (650,000 underlying)
Footnotes (9)
- [F1]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.
- [F2]The shares are represented by restricted stock units, or RSUs.
- [F3]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.
- [F4]The shares are held of record by Ms. Pressman. The reporting persons are husband and wife.
- [F5]Pursuant to the terms of the Issuer's 2019 Equity Incentive Plan and the Outside Director Compensation Plan, the RSUs vested in full in connection with a change in control.
- [F6]Immediately prior to the effective time of the merger, each vested RSU was cancelled and converted into a right to receive $34.00 in cash for each outstanding unit.
- [F7]The shares are held of record by the Borge Hald Irrevocable Trust U/A/D 11/4/2019 First Republic Trust Company of Delaware LLC, Trustee for which Mr. Hald serves as an investment advisor.
- [F8]The shares are held of record by the Amy Hald Irrevocable Trust U/A/D 11/4/2019 First Republic Trust Company of Delaware LLC, Trustee for which Ms. Pressman serves as an investment advisor.
- [F9]The 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.