SCGF V Management Form 4 Medallia / JAMES J GOETZ 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

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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^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾	07/23/2019		C		25,226,945	A	$0.00	25,226,945	I	SC US GF V Holdings, Ltd.⁽²⁾
Class A Common Stock⁽¹⁾	07/23/2019		C		9,713,752	A	$0.00	9,713,752	I	Sequoia Capital U.S. Growth Fund VI, L.P.⁽³⁾
Class A Common Stock⁽¹⁾	07/23/2019		C		486,555	A	$0.00	486,555	I	Sequoia Capital U.S. Growth VI Principals Fund, L.P.⁽³⁾
Class A Common Stock⁽¹⁾	07/23/2019		C		8,726,574	A	$0.00	8,726,574	I	Sequoia Capital Global Growth Fund, LP⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾	07/23/2019		C		253,230	A	$0.00	253,230	I	Sequoia Capital Global Growth Principals Fund, LP⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾	07/23/2019		J		1,425	D	$0.00	0	I	Denarvor, L.L.C.⁽⁶⁾
Class A Common Stock⁽¹⁾	07/23/2019		J		25,226,945	D	$0.00	0	I	SC US GF V Holdings, Ltd.⁽²⁾
Class A Common Stock⁽¹⁾	07/23/2019		J		9,713,752	D	$0.00	0	I	Sequoia Capital U.S. Growth Fund VI, L.P.⁽³⁾
Class A Common Stock⁽¹⁾	07/23/2019		J		486,555	D	$0.00	0	I	Sequoia Capital U.S. Growth VI Principals Fund, L.P⁽³⁾
Class A Common Stock⁽¹⁾	07/23/2019		J		8,726,574	D	$0.00	0	I	Sequoia Capital Global Growth Fund, LP⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾	07/23/2019		J		253,230	D	$0.00	0	I	Sequoia Capital Global Growth Principals Fund, LP⁽⁴⁾⁽⁵⁾
Common Stock⁽¹⁾	07/23/2019		J		1,425	A	$0.00	1,425	I	Denarvor, L.L.C.⁽⁶⁾
Common Stock⁽¹⁾	07/23/2019		J		25,226,945	A	$0.00	25,226,945	I	SC US GF V Holdings, Ltd.⁽²⁾
Common Stock⁽¹⁾	07/23/2019		J		9,713,752	A	$0.00	9,713,752	I	Sequoia Capital U.S. Growth Fund VI, L.P.⁽³⁾
Common Stock⁽¹⁾	07/23/2019		J		486,555	A	$0.00	486,555	I	Sequoia Capital U.S. Growth VI Principals Fund, L.P.⁽³⁾
Common Stock⁽¹⁾	07/23/2019		J		8,726,574	A	$0.00	8,726,574	I	Sequoia Capital Global Growth Fund, LP⁽⁴⁾⁽⁵⁾
Common Stock⁽¹⁾	07/23/2019		J		253,230	A	$0.00	253,230	I	Sequoia Capital Global Growth Principals Fund, LP⁽⁴⁾⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽⁷⁾	07/23/2019	⁽⁷⁾	C			1,638,950	⁽⁷⁾	⁽⁷⁾	Class A Common Stock⁽¹⁾	1,638,950	$0.00	0	I	SC US GF V Holdings, Ltd.⁽²⁾
Series B Convertible Preferred Stock	⁽⁷⁾	07/23/2019	⁽⁷⁾	C			17,622,476	⁽⁷⁾	⁽⁷⁾	Class A Common Stock⁽¹⁾	17,622,476	$0.00	0	I	SC US GF V Holdings, Ltd⁽²⁾
Series C Convertible Preferred Stock	⁽⁷⁾	07/23/2019	⁽⁷⁾	C			5,965,519	⁽⁷⁾	⁽⁷⁾	Class A Common Stock⁽¹⁾	5,965,519	$0.00	0	I	SC US GF V Holdings, Ltd.⁽²⁾
Series D Convertible Preferred Stock	⁽⁷⁾	07/23/2019	⁽⁷⁾	C			8,858,605	⁽⁷⁾	⁽⁷⁾	Class A Common Stock⁽¹⁾	8,858,605	$0.00	0	I	Sequoia Capital U.S. Growth Fund VI, L.P.⁽³⁾
Series D Convertible Preferred Stock	⁽⁷⁾	07/23/2019	⁽⁷⁾	C			443,721	⁽⁷⁾	⁽⁷⁾	Class A Common Stock⁽¹⁾	443,721	$0.00	0	I	Sequoia Capital U.S. Growth VI Principals Fund, L.P.⁽³⁾
Series E Convertible Preferred Stock	⁽⁷⁾	07/23/2019	⁽⁷⁾	C			855,147	⁽⁷⁾	⁽⁷⁾	Class A Common Stock⁽¹⁾	855,147	$0.00	0	I	Sequoia Capital U.S. Growth Fund VI, L.P.⁽³⁾
Series E Convertible Preferred Stock	⁽⁷⁾	07/23/2019	⁽⁷⁾	C			42,834	⁽⁷⁾	⁽⁷⁾	Class A Common Stock⁽¹⁾	42,834	$0.00	0	I	Sequoia Capital U.S. Growth VI Principals Fund, L.P.⁽³⁾
Series E Convertible Preferred Stock	⁽⁷⁾	07/23/2019	⁽⁷⁾	C			8,726,574	⁽⁷⁾	⁽⁷⁾	Class A Common Stock⁽¹⁾	8,726,574	$0.00	0	I	Sequoia Capital Global Growth Fund, LP⁽⁴⁾⁽⁵⁾
Series E Convertible Preferred Stock	⁽⁷⁾	07/23/2019	⁽⁷⁾	C			253,230	⁽⁷⁾	⁽⁷⁾	Class A Common Stock⁽¹⁾	253,230	$0.00	0	I	Sequoia Capital Global Growth Principals Fund, LP⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SC U.S. GROWTH VI MANAGEMENT, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. GROWTH FUND VI, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. GROWTH VI PRINCIPALS FUND, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SCGF V Management, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SC US GF V Holdings, Ltd.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GOETZ JAMES J

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. 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 Class B Common Stock into Class A Common Stock, each share of Class A Common Stock was reclassified into one share of Common Stock.

2. SC US (TTGP), Ltd. is the general partner of SCGF V Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund V, LP and Sequoia Capital USGF Principals Fund V, L.P., or collectively, the SC US GF V Funds, which together own 100% of the outstanding shares of SC US GF V Holdings, Ltd. As a result, SC US (TTGP), Ltd. and SCGF V Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by SC US GF V Holdings, Ltd. Each of SC US (TTGP), Ltd. and SCGF V Management, L.P. disclaims beneficial ownership of the securities held by SC US GF V Holdings, Ltd. except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. SC US (TTGP), Ltd. is the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. As a result, SC US (TTGP), Ltd. and SC U.S. Growth VI Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. Each of SC US (TTGP), Ltd. and SC U.S. Growth VI Management, L.P. disclaims beneficial ownership of the securities held by Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

4. SC US (TTGP), Ltd. is the general partner of SCGGF Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund, LP and Sequoia Capital Global Growth Principals Fund, LP. As a result, SC US (TTGP), Ltd. and SCGGF Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital Global Growth Fund, LP and Sequoia Capital Global Growth Principals Fund, LP. Voting and disposition decisions at SC US (TTGP), Ltd. with respect to the shares held by the SC GGF Funds are made by an investment committee consisting of Messrs. Douglas Leone and James J. Goetz. Each of SC US (TTGP), Ltd., SCGGF Management, L.P., Mr. Leone and Mr. Goetz disclaims beneficial ownership of the securities held by Sequoia Capital Global Growth Fund, LP and Sequoia Capital Global Growth Principals Fund, LP except to the extent of its pecuniary interest therein,

5. (Continued from footnote 5) and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

6. SC US SSF 2013 (TTGP), L.L.C. is the general partner of SC U.S. Scout Seed Fund 2013 Management, L.P., which is the general partner of Sequoia Capital U.S. Scout Seed Fund 2013, L.P., which wholly owns Sequoia Capital U.S. Scout Fund IV, L.L.C., which in turn wholly owns Denarvor, L.L.C. As a result, SC US SSF 2013 (TTGP), L.L.C. and SC U.S. Scout Seed Fund 2013 Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by Denarvor, L.L.C. Each of SC US SSF 2013 (TTGP), L.L.C. and SC U.S. Scout Seed Fund 2013 Management, L.P. disclaims beneficial ownership of the securities held by Denarvor, L.L.C. except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

7. Prior to the closing of the Issuer's initial public offering, each series of the Issuer's convertible preferred stock automatically converted into Class A Common Stock on a 1:1 basis.

Remarks:

Form 1 of 2 /s/ Jung Yeon Son, by PoA for Douglas Leone, a Director of SC US (TTGP), Ltd., GP of SCGF V Management, L.P., GP of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P., which together own 100% of SC US GF V Holdings, Ltd.

	/s/ Jung Yeon Son, by power of attorney for James Goetz, a Director of SC US (TTGP), Ltd.	07/25/2019
	/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Growth VI Management, L.P., SCGF V Management, L.P. and SCGGF Management, L.P.	07/25/2019
	/s/ Jung Yeon Son, by PoA for Douglas Leone, a Director of SC US (TTGP), Ltd., GP of SC U.S. Growth VI Management, L.P., GP of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P.	07/25/2019
	/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the general partner of SCGF V Management, L.P., the general partner of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P.	07/25/2019
	See Remarks	07/25/2019
	** Signature of Reporting Person	Date
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SCGF V Management Form 4Medallia / JAMES J GOETZ ownership change