This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Stock”) of Mandiant, Inc., formerly known as FireEye, Inc., a Delaware corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed on December 21, 2020, (the “Original Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 1. Security and Issuer
Item 1 of the Original Schedule 13D is hereby amended and restated as follows:
This Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Stock”) of Mandiant, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 601 McCarthy Blvd., Milpitas, CA 95035.
Item 2. Identity and Background
Item 2 of the Original Schedule 13D is hereby amended by incorporating herein by reference the information set forth on the updated Schedule I attached hereto.
Item 4. Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
On March 7, 2022, Google LLC, a Delaware limited liability company, (“Parent”), Dupin Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, on and subject to the terms and conditions set forth therein, Merger Sub will be merged with and into the Issuer (the “Merger”) and, as a result, the separate existence of Merger Sub will cease and the Issuer will continue its existence under the laws of the State of Delaware as the surviving corporation and as a wholly owned subsidiary of Parent (in such capacity, the “Surviving Corporation”). The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on March 8, 2022.
In connection with the Merger Agreement, on March 7, 2022, Blackstone Delta Lower Holdings DE L.P. and BTO FD Delta Holdings DE L.P. (the “Blackstone Funds”) entered into a conversion, voting and support agreement with Parent and the Issuer (the “Merger Support Agreement”), pursuant to which they have agreed to vote their shares in favor of the matters to be submitted to the Issuer’s stockholders in connection with the Merger, subject to the terms and conditions set forth in the Merger Support Agreement.
The Merger Support Agreement will terminate upon the earliest to occur of the following: (a) the consummation of the Merger (including the occurrence of the effective time of the Merger), (b) the termination of the Merger Agreement in accordance with its terms and (c) the entry without the prior written consent of the Blackstone Funds into any amendment or modification of the Merger Agreement (as it exists on the date of the Merger Support Agreement) made in connection with a request from Parent, in each case, which results in a decrease in, or change in the composition of, or otherwise adversely affects the consideration payable to holders of Company Common Stock (as defined in the Merger Agreement) in connection with the Merger, which extends the Termination Date (as defined in the Merger Agreement) (beyond the latest date to which the Merger Agreement (as it exists as of the date of the Merger Support Agreement) contemplates extension of the Termination Date) or which modifies in any material respect Article II or Article VII of the Merger Agreement (as it exists on the date of the Merger Support Agreement) in a manner that is adverse to the Blackstone Funds. The foregoing description of the Merger Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Support Agreement, which is referenced as Exhibit F to this Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5(a)-(c) of the Original Schedule 13D is hereby amended and restated as follows:
(a) and (b) Calculations of the percentage of the shares of Common Stock beneficially owned is based on 233,826,926 shares of Common Stock outstanding as of February 23, 2022, as reported in the Annual Report on Form 10-K filed by the Issuer on March 6, 2022, plus any shares of Common Stock underlying shares of Series A Preferred Stock, as applicable.
The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof, (x) Blackstone Delta Lower Holdings DE L.P. directly holds 362,974 shares of Series A Preferred Stock, which are convertible into 22,250,255 shares of Common Stock, and (y) BTO FD Delta Holdings DE L.P. directly holds 7,026 shares of Series A Preferred Stock, which are convertible into 430,693 shares of Common Stock.
