Medallia (MDLA) Form 4 Medallia / Elizabeth Carducci ownership change

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^*

Carducci Elizabeth

(Last) (First) (Middle)

C/O MEDALLIA, INC.

575 MARKET STREET, SUITE 1850

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Medallia, Inc. [ MDLA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2021

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	10/29/2021		D		702,474	D	(1)	196,751(2)	D
Common Stock	10/29/2021		A		52,222(3)	A	$0.00	248,973	D
Common Stock	10/29/2021		D		248,973	D	(4)	0	D
Common Stock	10/29/2021		D		294,150	D	(1)	0	I	See footnote(5)
Common Stock	10/29/2021		D		294,150	D	(1)	0	I	See footnote(6)

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
Employee Stock Option (right to buy)	$4.42	10/29/2021		D			20,000	(7)	09/09/2025	Common Stock	20,000	$34	0	D
Employee Stock Option (right to buy)	$5.63	10/29/2021		D			50,000	(7)	11/29/2026	Common Stock	50,000	$34	0	D
Employee Stock Option (right to buy)	$6.26	10/29/2021		D			55,000	(8)	06/13/2028	Common Stock	55,000	$34	0	D
Employee Stock Option (right to buy)	$6.73	10/29/2021		D			50,000	(9)	11/13/2028	Common Stock	50,000	$34	0	D

Explanation of Responses:

1. 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.

2. The shares are represented by restricted stock units, or RSUs.

3. 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) 9,333 RSUs vest on April 15, 2022; (ii) 17,857 RSUs vest on March 15, 2023 and (iii) 25,032 RSUs vest on April 15, 2024.

4. 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.

5. The shares are held of record by The Elizabeth Carducci 2020 Irrevocable Trust f/b/o NKA for which the reporting person serves as an investment advisor. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

6. The shares are held of record by The Elizabeth Carducci 2020 Irrevocable Trust f/b/o LJA for which the reporting person serves as an investment advisor. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

7. 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.

8. The option provided for vesting of in 48 equal monthly installments beginning on May 1, 2018. At the effective time of the merger, the 48,124 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 6,876 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.

9. The option provided for vesting of in 48 equal monthly installments beginning on November 1, 2018. At the effective time of the merger, the 37,499 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 12,501 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.

Remarks:

	/s/ Roxanne Oulman, by power of attorney	11/02/2021
	** 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).
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.