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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Qualtrics International Inc. [ XM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/28/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Class A Common Stock | 06/28/2023 | D | 2,286,624 | D | (1) | 0 | I | Held through Silver Lake Partners VI DE (AIV), L.P.(2) | ||
Class A Common Stock | 06/28/2023 | D | 182,731 | D | (1) | 0 | I | Held through Silver Lake Technology Investors VI, L.P.(2) | ||
Class A Common Stock | 06/28/2023 | D | 22,518,484 | D | (1) | 0 | I | Held through SLP Quartz Aggregator, L.P.(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Pursuant the Agreement and Plan of Merger, dated as of March 12, 2023, by and among the Issuer, Quartz Holdco, LLC ("Parent"), and Quartz MergerCo, Inc. ("Merger Sub"), on June 28, 2023, Merger Sub merged with and into the Issuer with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger"). Immediately prior to the effective time of the Merger, each share of the Issuer's Common Stock beneficially owned by the reporting persons was contributed to Parent in exchange for class A units of Parent. Each such share of the Issuer's Common Stock was then cancelled and ceased to exist. |
2. Silver Lake Technology Associates VI, L.P. ("SLTA VI") is the general partner of each of Silver Lake Partners VI DE (AIV), L.P. ("SLP VI") and Silver Lake Technology Investors VI, L.P. ("SLTI VI"), and the managing member of SLP VI Aggregator GP, L.L.C. ("SLP VI GP"). SLP VI GP is the general partner of SLP Quartz Aggregator, L.P. ("SLP Quartz"). SLTA VI (GP), L.L.C. ("SLTA VI GP") is the general partner of SLTA VI. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA VI GP. Prior to the consummation of the Merger, Mr. Egon Durban served as a member of the board of directors of the Issuer and is Co-CEO and Managing Member of SLG. Each of SLP VI, SLTI VI, SLP Quartz, SLP VI GP, SLTA VI, SLTA VI GP and SLG may be deemed to be a director by deputization of the Issuer. |
Remarks: |
By: /s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C. | 06/28/2023 | |
By: /s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C. | 06/28/2023 | |
By: /s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C., general partner of Silver Lake Technology Associates VI, L.P. | 06/28/2023 | |
By: /s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C., GP of Silver Lake Technology Associates VI, L.P., GP of Silver Lake Partners VI DE (AIV), L.P. | 06/28/2023 | |
By: /s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C., GP of Silver Lake Technology Associates VI, L.P., GP of Silver Lake Technology Investors VI, L.P. | 06/28/2023 | |
By: /s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C., GP of Silver Lake Technology Associates VI, L.P., managing member of SLP VI Aggregator GP, L.L.C. | 06/28/2023 | |
By: /s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C., GP of Silver Lake Technology Associates VI, L.P., managing member of SLP VI Aggregator GP, L.L.C., GP of SLP Quartz Aggregator, L.P. | 06/28/2023 | |
/s/ Egon Durban | 06/28/2023 | |
** 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. |