Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Mandiant, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
562662106
(CUSIP Number)
John G. Finley
Blackstone Inc.
345 Park Avenue
New York, New York 10154
Tel: (212) 583-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 7, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 562662106
1 |
NAMES OF REPORTING PERSONS
Blackstone Delta Lower Holdings DE L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
22,250,255 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
22,250,225 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,250,225 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. 562662106
1 |
NAMES OF REPORTING PERSONS
BTO FD Delta Holdings DE L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
430,693 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
430,693 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
430,693 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. 562662106
1 |
NAMES OF REPORTING PERSONS
Blackstone Delta Lower Holdings Manager L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
22,250,255 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
22,250,255 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,250,255 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 562662106
1 |
NAMES OF REPORTING PERSONS
Blackstone Delta Holdings DE L.P. | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
|
|||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
22,250,255 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
22,250,255 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,250,255 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. 562662106
1 |
NAMES OF REPORTING PERSONS
BTO Holdings Manager L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
22,250,255 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
22,250,255 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,250,255 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 562662106
1 |
NAMES OF REPORTING PERSONS
Blackstone Tactical Opportunities Associates L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
22,250,255 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
22,250,255 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,250,255 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 562662106
1 |
NAMES OF REPORTING PERSONS
BTOA L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
22,250,255 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
22,250,255 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,250,255 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 562662106
1 |
NAMES OF REPORTING PERSONS
Blackstone Holdings III L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Quebec, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
22,250,255 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
22,250,255 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,250,255 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. 562662106
1 |
NAMES OF REPORTING PERSONS
Blackstone Holdings III GP L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
22,250,255 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
22,250,255 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,250,255 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. 562662106
1 |
NAMES OF REPORTING PERSONS
Blackstone Holdings III GP Management L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
22,250,255 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
22,250,255 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,250,255 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 562662106
1 |
NAMES OF REPORTING PERSONS
BTO FD Delta Holdings Manager L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
430,693 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
430,693 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
430,693 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 562662106
1 |
NAMES OF REPORTING PERSONS
Blackstone Tactical Opportunities Fund FD L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
430,693 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
430,693 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
430,693 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. 562662106
1 |
NAMES OF REPORTING PERSONS
Blackstone Tactical Opportunities Associates III NQ L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
430,693 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
430,693 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
430,693 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. 562662106
1 |
NAMES OF REPORTING PERSONS
BTO DE GP NQ L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
430,693 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
430,693 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
430,693 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 562662106
1 |
NAMES OF REPORTING PERSONS
Blackstone Holdings II L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
430,693 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
430,693 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
430,693 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. 562662106
1 |
NAMES OF REPORTING PERSONS
Blackstone Holdings I/II GP L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
430,693 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
430,693 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
430,693 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 562662106
1 |
NAMES OF REPORTING PERSONS
Blackstone Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
22,680,948 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
22,680,948 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,680,948 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
CUSIP No. 562662106
1 |
NAMES OF REPORTING PERSONS
Blackstone Group Management L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
22,680,948 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
22,680,948 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,680,948 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 562662106
1 |
NAMES OF REPORTING PERSONS
Stephen A. Schwarzman | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
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3 | SEC USE ONLY
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4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
22,680,948 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
22,680,948 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,680,948 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
This Amendment No. 1 (Amendment No. 1) to Schedule 13D relates to the common stock, par value $0.0001 per share (the Common Stock) of Mandiant, Inc., formerly known as FireEye, Inc., a Delaware corporation (the Issuer), and amends and supplements the initial statement on Schedule 13D filed on December 21, 2020, (the Original Schedule 13D). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 1. Security and Issuer
Item 1 of the Original Schedule 13D is hereby amended and restated as follows:
This Schedule 13D relates to the common stock, par value $0.0001 per share (the Common Stock) of Mandiant, Inc., a Delaware corporation (the Issuer). The address of the principal executive office of the Issuer is 601 McCarthy Blvd., Milpitas, CA 95035.
Item 2. Identity and Background
Item 2 of the Original Schedule 13D is hereby amended by incorporating herein by reference the information set forth on the updated Schedule I attached hereto.
Item 4. Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
On March 7, 2022, Google LLC, a Delaware limited liability company, (Parent), Dupin Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and the Issuer entered into an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the Merger Agreement, on and subject to the terms and conditions set forth therein, Merger Sub will be merged with and into the Issuer (the Merger) and, as a result, the separate existence of Merger Sub will cease and the Issuer will continue its existence under the laws of the State of Delaware as the surviving corporation and as a wholly owned subsidiary of Parent (in such capacity, the Surviving Corporation). The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on March 8, 2022.
In connection with the Merger Agreement, on March 7, 2022, Blackstone Delta Lower Holdings DE L.P. and BTO FD Delta Holdings DE L.P. (the Blackstone Funds) entered into a conversion, voting and support agreement with Parent and the Issuer (the Merger Support Agreement), pursuant to which they have agreed to vote their shares in favor of the matters to be submitted to the Issuers stockholders in connection with the Merger, subject to the terms and conditions set forth in the Merger Support Agreement.
The Merger Support Agreement will terminate upon the earliest to occur of the following: (a) the consummation of the Merger (including the occurrence of the effective time of the Merger), (b) the termination of the Merger Agreement in accordance with its terms and (c) the entry without the prior written consent of the Blackstone Funds into any amendment or modification of the Merger Agreement (as it exists on the date of the Merger Support Agreement) made in connection with a request from Parent, in each case, which results in a decrease in, or change in the composition of, or otherwise adversely affects the consideration payable to holders of Company Common Stock (as defined in the Merger Agreement) in connection with the Merger, which extends the Termination Date (as defined in the Merger Agreement) (beyond the latest date to which the Merger Agreement (as it exists as of the date of the Merger Support Agreement) contemplates extension of the Termination Date) or which modifies in any material respect Article II or Article VII of the Merger Agreement (as it exists on the date of the Merger Support Agreement) in a manner that is adverse to the Blackstone Funds. The foregoing description of the Merger Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Support Agreement, which is referenced as Exhibit F to this Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5(a)-(c) of the Original Schedule 13D is hereby amended and restated as follows:
(a) and (b) Calculations of the percentage of the shares of Common Stock beneficially owned is based on 233,826,926 shares of Common Stock outstanding as of February 23, 2022, as reported in the Annual Report on Form 10-K filed by the Issuer on March 6, 2022, plus any shares of Common Stock underlying shares of Series A Preferred Stock, as applicable.
The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof, (x) Blackstone Delta Lower Holdings DE L.P. directly holds 362,974 shares of Series A Preferred Stock, which are convertible into 22,250,255 shares of Common Stock, and (y) BTO FD Delta Holdings DE L.P. directly holds 7,026 shares of Series A Preferred Stock, which are convertible into 430,693 shares of Common Stock.
BTO FD Delta Holdings Manager L.L.C. is the general partner of BTO FD Delta Holdings DE L.P. Blackstone Tactical Opportunities Fund FD L.P. is the managing member of BTO FD Delta Holdings Manager L.L.C. Blackstone Tactical Opportunities Associates III NQ L.P. is the general partner of Blackstone Tactical Opportunities Fund FD L.P. BTO DE GP NQ L.L.C. is the general partner of Blackstone Tactical Opportunities Associates III NQ L.P. Blackstone Holdings II L.P. is the managing member of BTO DE GP NQ L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P.
Blackstone Delta Lower Holdings Manager L.L.C. is the general partner of Blackstone Delta Lower Holdings DE L.P. Blackstone Delta Holdings DE L.P. is the managing member of Blackstone Delta Lower Holdings Manager L.L.C. BTO Holdings Manager L.L.C. is the general partner of Blackstone Delta Holdings DE L.P. Blackstone Tactical Opportunities Associates L.L.C. is the managing member of BTO Holdings Manager L.L.C. BTOA L.L.C. is the sole member of Blackstone Tactical Opportunities Associates L.L.C. Blackstone Holdings III L.P. is the managing member of BTOA L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.
Blackstone Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstones senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Common Stock.
Any beneficial ownership of Common Stock by any of the persons listed on Schedule I is set forth on Schedule I attached hereto.
(c) None of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule I, has effected any transaction in Common Stock in the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended and supplemented by the following:
The information in Item 4 of this Schedule 13D is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows:
Exhibit F | Merger Support Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer on March 9, 2022)). |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 9, 2022
BLACKSTONE DELTA LOWER HOLDINGS DE L.P. | ||
By: Blackstone Delta Lower Holdings Manager L.L.C.., its general partner | ||
By: | /s/ Christopher J. James | |
Name: Christopher J. James Title: Authorized Signatory | ||
BLACKSTONE DELTA LOWER HOLDINGS MANAGER L.L.C. | ||
By: | /s/ Christopher J. James | |
Name: Christopher J. James Title: Authorized Signatory | ||
BLACKSTONE DELTA HOLDINGS DE L.P. | ||
By: BTO Holdings Manager L.L.C., its general partner | ||
By: | /s/ Christopher J. James | |
Name: Christopher J. James | ||
Title: Manager | ||
BTO HOLDINGS MANAGER L.L.C. | ||
By: | /s/ Christopher J. James | |
Name: Christopher J. James | ||
Title: Manager | ||
BLACKSTONE TACTICAL OPPORTUNITIES ASSOCIATES L.L.C. | ||
By: BTOA L.L.C., its sole member | ||
By: | /s/ Christopher J. James | |
Name: Christopher J. James | ||
Title: Chief Operating Officer | ||
BTOA L.L.C. | ||
By: | /s/ Christopher J. James | |
Name: Christopher J. James | ||
Title: Chief Operating Officer |
BLACKSTONE HOLDINGS III L.P. | ||
By: Blackstone Holdings III GP L.P., its general partner | ||
By: Blackstone Holdings III GP Management | ||
L.L.C., its general partner | ||
By: | /s/ Tabea Hsi | |
Name: Tabea Hsi | ||
Title: Senior Managing Director | ||
BLACKSTONE HOLDINGS III GP L.P. | ||
By: Blackstone Holdings III GP Management | ||
L.L.C., its general partner | ||
By: | /s/ Tabea Hsi | |
Name: Tabea Hsi | ||
Title: Senior Managing Director | ||
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C. | ||
By: | /s/ Tabea Hsi | |
Name: Tabea Hsi | ||
Title: Senior Managing Director | ||
BTO FD DELTA HOLDINGS DE L.P. | ||
By: BTO FD Delta Holdings Manager L.L.C., its general partner | ||
By: | /s/ Christopher J. James | |
Name: Christopher J. James Title: Authorized Signatory | ||
BTO FD DELTA HOLDINGS MANAGER L.L.C. | ||
By: | /s/ Christopher J. James | |
Name: Christopher J. James Title: Authorized Signatory | ||
BLACKSTONE TACTICAL OPPORTUNITIES FUND FD L.P. | ||
By: Blackstone Tactical Opportunities Associates III NQ L.P., its general partner | ||
By: BTO DE GP NQ L.L.C., its general partner | ||
By: | /s/ Christopher J. James | |
Name: Christopher J. James | ||
Title: Chief Operating Officer | ||
BLACKSTONE TACTICAL OPPORTUNITIES ASSOCIATES III NQ L.P. | ||
By: BTO DE GP NQ L.L.C., its general partner | ||
By: | /s/ Christopher J. James | |
Name: Christopher J. James | ||
Title: Chief Operating Officer |
BTO DE GP NQ L.L.C. | ||
By: | /s/ Christopher J. James | |
Name: Christopher J. James | ||
Title: Chief Operating Officer | ||
BLACKSTONE HOLDINGS II L.P. | ||
By: Blackstone Holdings I/II GP L.L.C., its general partner | ||
By: | /s/ Tabea Hsi | |
Name: Tabea Hsi | ||
Title: Senior Managing Director | ||
BLACKSTONE HOLDINGS I/II GP L.L.C. | ||
By: | /s/ Tabea Hsi | |
Name: Tabea Hsi | ||
Title: Senior Managing Director | ||
BLACKSTONE INC. | ||
By: | /s/ Tabea Hsi | |
Name: Tabea Hsi | ||
Title: Senior Managing Director | ||
BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
By: | /s/ Tabea Hsi | |
Name: Tabea Hsi | ||
Title: Senior Managing Director | ||
STEPHEN A. SCHWARZMAN | ||
/s/ Stephen A. Schwarzman |
[Mandiant, Inc. Schedule 13D/A]
SCHEDULE I
Executive Officers and Directors of Blackstone Inc.
The name and principal occupation of each director and executive officer of Blackstone Inc. are set forth below. The address for each person listed below is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154. All executive officers and directors listed are United States citizens other than The Honourable Brian Mulroney, who is a citizen of Canada, and Sir John Antony Hood, who is a citizen of New Zealand.
OFFICERS:
Name | Present Principal Occupation or Employment | |
Stephen A. Schwarzman | Founder, Chairman and Chief Executive Officer of Blackstone Inc. | |
Jonathan D. Gray | President, Chief Operating Officer of Blackstone Inc. | |
Michael S. Chae | Chief Financial Officer of Blackstone Inc. | |
John G. Finley | Chief Legal Officer of Blackstone Inc. | |
DIRECTORS: | ||
Name | Present Principal Occupation or Employment | |
Stephen A. Schwarzman | Founder, Chairman and Chief Executive Officer of Blackstone Inc. | |
Jonathan D. Gray | President, Chief Operating Officer of Blackstone Inc. | |
Kelly A. Ayotte | Former United States Senator from New Hampshire | |
Joseph P. Baratta | Global Head of Private Equity at Blackstone Inc. | |
James W. Breyer | Founder and Chief Executive Officer of Breyer Capital | |
Reginald J. Brown | Partner for the law firm, Kirkland & Ellis | |
Sir John Antony Hood | Former President and Chief Executive Officer of the Robertson Foundation and Former Chair of the Rhodes Trust | |
Rochelle B. Lazarus | Chairman Emeritus & Former Chief Executive Officer, Ogilvy & Mather Worldwide | |
Jay O. Light | Dean Emeritus, Harvard Business School | |
The Right Honourable Brian Mulroney | Senior Partner for the Montreal law firm, Norton Rose Fulbright Canada LLP | |
William G. Parrett | Retired CEO of Deloitte Touche Tohmatsu and retired Senior Partner of Deloitte (USA). | |
Ruth Porat | Chief Financial Officer of Alphabet Inc. and Google Inc. |
Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the individuals listed above beneficially owns any shares of Common Stock, other than Jay O. Light who owns 2,500 shares of Common Stock.