Ottosson Mikael J Form 3 Medallia / Mikael J Ottosson ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Ottosson Mikael J

(Last) (First) (Middle)

C/O MEDALLIA, INC.

575 MARKET STREET, SUITE 1850

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/18/2019

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock(1)	50,000(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(3)	09/10/2025	Class A Common Stock(1)	700,000	4.42	D
Employee Stock Option (right to buy)	(4)	09/08/2026	Class A Common Stock(1)	200,000	5.47	D
Employee Stock Option (right to buy)	(5)	03/17/2027	Class A Common Stock(1)	100,000	5.69	D
Employee Stock Option (right to buy)	(6)	03/07/2028	Class A Common Stock(1)	275,000	6.26	D

Explanation of Responses:

1. Each share of Class A Common Stock shall be reclassified into one share of Common Stock immediately prior to the completion of the Issuer's initial public offering of Common Stock.

2. The reported shares are represented by restricted stock units, or RSUs, pursuant to which 1/3 of the RSUs vest on April 15, 2020 and 1/12th of the RSUs vest quarterly thereafter.

3. The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on August 24, 2016 and 1/48 vest monthly thereafter.

4. One-fourth of the shares subject to the option vested on August 1, 2017 and 1/48 vest monthly thereafter.

5. The shares subject to the option vest in 48 equal monthly installments beginning on May 1, 2017.

6. The shares subject to the option vest in 48 equal monthly installments beginning on March 1, 2018.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Alan K. Grebene, by power of attorney	07/18/2019
	** 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 5 (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).
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