4//SEC Filing
Carducci Elizabeth 4
Accession 0000899243-21-042494
CIK 0001540184other
Filed
Nov 1, 8:00 PM ET
Accepted
Nov 2, 7:19 PM ET
Size
23.8 KB
Accession
0000899243-21-042494
Insider Transaction Report
Form 4
Medallia, Inc.MDLA
Carducci Elizabeth
Chief Revenue Officer
Transactions
- Disposition to Issuer
Common Stock
2021-10-29−294,150→ 0 total(indirect: See footnote) - Disposition to Issuer
Employee Stock Option (right to buy)
2021-10-29$34.00/sh−20,000$680,000→ 0 totalExercise: $4.42Exp: 2025-09-09→ Common Stock (20,000 underlying) - Disposition to Issuer
Common Stock
2021-10-29−702,474→ 196,751 total - Award
Common Stock
2021-10-29+52,222→ 248,973 total - Disposition to Issuer
Employee Stock Option (right to buy)
2021-10-29$34.00/sh−55,000$1,870,000→ 0 totalExercise: $6.26Exp: 2028-06-13→ Common Stock (55,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2021-10-29$34.00/sh−50,000$1,700,000→ 0 totalExercise: $5.63Exp: 2026-11-29→ Common Stock (50,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2021-10-29$34.00/sh−50,000$1,700,000→ 0 totalExercise: $6.73Exp: 2028-11-13→ Common Stock (50,000 underlying) - Disposition to Issuer
Common Stock
2021-10-29−248,973→ 0 total - Disposition to Issuer
Common Stock
2021-10-29−294,150→ 0 total(indirect: See footnote)
Footnotes (9)
- [F1]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.
- [F2]The shares are represented by restricted stock units, or RSUs.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]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.
Documents
Issuer
Medallia, Inc.
CIK 0001540184
Entity typeother
Related Parties
1- filerCIK 0001837396
Filing Metadata
- Form type
- 4
- Filed
- Nov 1, 8:00 PM ET
- Accepted
- Nov 2, 7:19 PM ET
- Size
- 23.8 KB