UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 27, 2021

MEDALLIA, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Delaware	001-38982	77-0558353	~~001-38982~~			~~77-0558353~~
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)	~~(Commission File Number)~~			~~(I. R. S. Employer Identification No.)~~

575 Market Street, Suite 1850

	575 Market Street, Suite 1850 San Francisco, California 94105
	(Address of principal executive offices)

(605) 321-3000
(Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

~~San~~Check ~~Francisco,~~the ~~California~~appropriate ~~94105~~box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

(Address of principal executive offices, including zip code)

(650) 321-3000

(Registrant’s telephone number, including area code)

Not Applicable(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ ☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

~~Title of each class~~

Name of each exchange on which registered

~~Trading Symbol(s)~~

~~Name of exchange on which registered~~

Common Stock, par value $0.001 per share

MDLA

~~Common Stock, par value $0.001 per share~~

New York Stock Exchange

~~MDLA~~

~~New York Stock Exchange~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 ~~of this chapter~~).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 28.~~02 Results of Operations and Financial Condition~~01 Other Events.

On September 27, 2021, Medallia, Inc. (“Medallia”) issued a press release announcing ~~its~~the ~~financial~~expiration ~~results~~of ~~for~~ the ~~quarter~~40-day “go-shop” ~~ended~~period ~~July 31,~~pursuant ~~2021.~~to Athe ~~copy~~terms of the ~~press~~Agreement ~~release~~and isPlan ~~furnished~~of ~~herewith~~Merger as(the ~~Exhibit~~“Merger ~~99.1~~Agreement”), todated ~~this~~July ~~current~~25, ~~report~~2021, onbetween ~~Form~~Project ~~8-K~~Metal ~~and~~Parent, isLLC, ~~incorporated~~Project byMetal ~~reference~~Merger ~~herein~~Sub, Inc. and Medallia.

~~Item~~A ~~9.01 Financial~~copy ~~Statements~~of the press release is attached as Exhibit 99.1 and ~~Exhibits~~is incorporated by reference.

~~(d)~~Item 9.01 Financial Statements and Exhibits:.

Exhibit No.						Exhibit Description
99.1						Press release issued by Medallia on September 2, 2021
104						Cover Page Interactive Data File (formatted as inline XBRL).

(d) Exhibits

SIGNATURES

Exhibit No.	Description

99.1	Press Release, dated September 7, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURE

~~Date: September~~Pursuant 2to the requirements of the Securities Exchange Act of 1934, ~~2021~~the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

MEDALLIA, INC. /s/ Roxanne M. Oulman Roxanne M. Oulman Chief Financial Officer

	MEDALLIA, INC.

Date: September 7, 2021	By:	/s/ Roxanne M. Oulman
		Name:	Roxanne M. Oulman
		Title:	Chief Financial Officer

Filing Compare · Medallia, Inc.