☒ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2 |
MEDALLIA, INC. |
(Name of Registrant as Specified In Its Charter) |
N/A |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
☐ | | | No fee required. | |||
☒ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |||
| | (1) | | | Title of each class of securities to which transaction applies: | |
| | Common stock, par value $0.001 per share, of Medallia, Inc. (“common stock”) | ||||
| | (2) | | | Aggregate number of securities to which transaction applies: | |
| | As of August 20, 2021, there were issued and outstanding: (1) 160,956,790 shares of common stock; (2) equity-based awards representing the right to receive up to 8,754,867 shares of common stock; and (3) options to acquire 20,949,726 shares of common stock. | ||||
| | (3) | | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 | |
| | (Set forth the amount on which the filing fee is calculated and state how it was determined): | ||||
| | The maximum aggregate value was determined based upon the sum of: (1) 160,956,790 shares of common stock multiplied by $34.00 per share; (2) equity-based awards representing the right to receive up to 8,754,867 shares of common stock (with any performance-based equity calculated at the levels of achievement assumed in the merger agreement) multiplied by $34.00 per share; and (3) options to acquire 20,949,726 shares of common stock with an exercise price per share below $34.00 multiplied by $27.93 per share (the difference between $34.00 and the weighted average exercise price of $6.07 per share). In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the sum calculated in the preceding sentence by $0.0001091. | ||||
| | (4) | | | Proposed maximum aggregate value of transaction: | |
| | $6,355,322,185 | ||||
| | (5) | | | Total fee paid: | |
| | $693,366 | ||||
☐ | | | Fee paid previously with preliminary materials. | |||
☐ | | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| | (1) | | | Amount Previously Paid: | |
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| | (2) | | | Form, Schedule or Registration Statement No.: | |
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| | (3) | | | Filing Party: | |
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| | (4) | | | Date Filed: | |
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