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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
MEDALLIA, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
584021109
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
| ** | This CUSIP number applies to the Issuer’s American depositary shares, each representing four Class A Ordinary Shares. |
The information required in 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. 584021109 |
SCHEDULE 13G | Page 2 of 24 Pages |
| 1 |
NAME OF REPORTING PERSON
SC US GF V HOLDINGS, LTD. (“SC USGF V Holdco”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
25,226,945 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
25,226,945 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,226,945 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.7%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 128,332,470 shares outstanding as of November 29, 2019, as reported in the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 11, 2019. |
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 3 of 24 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P. (“SC USGF V”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
25,226,945 shares, of which 25,226,945 shares are directly owned by SC USGF V Holdco. SC USGF V Holdco is wholly owned by SC USGF V and SC USGF PF V. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
25,226,945 shares, of which 25,226,945 shares are directly owned by SC USGF V Holdco. SC USGF V Holdco is wholly owned by SC USGF V and SC USGF PF V. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,226,945 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.7%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 128,332,470 shares outstanding as of November 29, 2019, as reported in the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 11, 2019. |
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 4 of 24 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P. (“SC USGF PF V”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
25,226,945 shares, of which 25,226,945 shares are directly owned by SC USGF V Holdco. SC USGF V Holdco is wholly owned by SC USGF V and SC USGF PF V. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
25,226,945 shares, of which 25,226,945 shares are directly owned by SC USGF V Holdco. SC USGF V Holdco is wholly owned by SC USGF V and SC USGF PF V. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,226,945 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.7%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 128,332,470 shares outstanding as of November 29, 2019, as reported in the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 11, 2019. |
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 5 of 24 Pages |
| 1 |
NAME OF REPORTING PERSON
SCGF V MANAGEMENT, L.P. (“SCGF V MGMT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
25,226,945 shares, of which 25,226,945 shares are directly owned by SC USGF V Holdco. SC USGF V Holdco is wholly owned by SC USGF V and SC USGF PF V. The General Partner of each of SC USGF V and SC USGF PF V is SCGF V MGMT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
25,226,945 shares, of which 25,226,945 shares are directly owned by SC USGF V Holdco. SC USGF V Holdco is wholly owned by SC USGF V and SC USGF PF V. The General Partner of each of SC USGF V and SC USGF PF V is SCGF V MGMT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,226,945 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.7%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 128,332,470 shares outstanding as of November 29, 2019, as reported in the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 11, 2019. |
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 6 of 24 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. GROWTH FUND VI, L.P. (“SC US GF VI”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
9,713,752 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
9,713,752 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,713,752 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 128,332,470 shares outstanding as of November 29, 2019, as reported in the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 11, 2019. |
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 7 of 24 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. GROWTH VI PRINCIPALS FUND, L.P. (“SC US GF VI PF”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
486,555 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
486,555 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
486,555 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 128,332,470 shares outstanding as of November 29, 2019, as reported in the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 11, 2019. |
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 8 of 24 Pages |
| 1 |
NAME OF REPORTING PERSON
SC U.S. GROWTH VI MANAGEMENT, L.P. (“SC US GF VI MGMT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
10,200,307 shares, of which 9,713,752 shares are directly owned by SC US GF VI and 486,555 shares are directly owned by SC US GF VI PF. The General Partner of each of SC US GF VI and SC US GF VI PF is SC US GF VI MGMT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
10,200,307 shares, of which 9,713,752 shares are directly owned by SC US GF VI and 486,555 shares are directly owned by SC US GF VI PF. The General Partner of each of SC US GF VI and SC US GF VI PF is SC US GF VI MGMT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,200,307 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 128,332,470 shares outstanding as of November 29, 2019, as reported in the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 11, 2019. |
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 9 of 24 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL GLOBAL GROWTH FUND, LP (“SC GGF”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
8,726,574 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
8,726,574 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,726,574 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 128,332,470 shares outstanding as of November 29, 2019, as reported in the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 11, 2019. |
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 10 of 24 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND, LP (“SC GGF PF”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
253,230 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
253,230 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
253,230 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 128,332,470 shares outstanding as of November 29, 2019, as reported in the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 11, 2019. |
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 11 of 24 Pages |
| 1 |
NAME OF REPORTING PERSON
SCGGF MANAGEMENT, L.P. (“SCGGF MGMT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
8,979,804 shares, of which 8,726,574 shares are directly owned by SC GGF and 253,230 shares are directly owned by SC GGF PF. The General Partner of each of SC GGF and SC GGF PF is SCGGF MGMT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
8,979,804 shares, of which 8,726,574 shares are directly owned by SC GGF and 253,230 shares are directly owned by SC GGF PF. The General Partner of each of SC GGF and SC GGF PF is SCGGF MGMT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,979,804 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 128,332,470 shares outstanding as of November 29, 2019, as reported in the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 11, 2019. |
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 12 of 24 Pages |
| 1 |
NAME OF REPORTING PERSON
SC US (TTGP), LTD. (“SC US TTGP”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
44,407,056 shares, of which 25,226,945 shares are directly owned by SC USGF V Holdco, 9,713,752 shares are directly owned by SC US GF VI, 486,555 shares are directly owned by SC US GF VI PF, 8,726,574 shares are directly owned by SC GGF and 253,230 shares are directly owned by SC GGF PF. SC USGF V Holdco is wholly owned by SC USGF V and SC USGF PF V. The General Partner of each of SC USGF V and SC USGF PF V is SCGF V MGMT. The General Partner of each of SC US GF VI and SC US GF VI PF is SC US GF VI MGMT. The General Partner of each of SC GGF and SC GGF PF is SCGGF MGMT. SC US TTGP is the General Partner of each of SCGF V MGMT, SC US GF VI MGMT and SCGGF MGMT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
44,407,056 shares, of which 25,226,945 shares are directly owned by SC USGF V Holdco, 9,713,752 shares are directly owned by SC US GF VI, 486,555 shares are directly owned by SC US GF VI PF, 8,726,574 shares are directly owned by SC GGF and 253,230 shares are directly owned by SC GGF PF. SC USGF V Holdco is wholly owned by SC USGF V and SC USGF PF V. The General Partner of each of SC USGF V and SC USGF PF V is SCGF V MGMT. The General Partner of each of SC US GF VI and SC US GF VI PF is SC US GF VI MGMT. The General Partner of each of SC GGF and SC GGF PF is SCGGF MGMT. SC US TTGP is the General Partner of each of SCGF V MGMT, SC US GF VI MGMT and SCGGF MGMT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,407,056 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
34.6%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 128,332,470 shares outstanding as of November 29, 2019, as reported in the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 11, 2019. |
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 13 of 24 Pages |
| 1 |
NAME OF REPORTING PERSON
JAMES J. GOETZ (“JG”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
8,979,804 shares, of which 8,726,574 shares are directly owned by SC GGF and 253,230 shares are directly owned by SC GGF PF. The General Partner of each of SC GGF and SC GGF PF is SCGGF MGMT. SC US TTGP is the General Partner SCGGF MGMT. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGF and SC GGF PF are Messrs. DL and JG. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
8,979,804 shares, of which 8,726,574 shares are directly owned by SC GGF and 253,230 shares are directly owned by SC GGF PF. The General Partner of each of SC GGF and SC GGF PF is SCGGF MGMT. SC US TTGP is the General Partner SCGGF MGMT. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGF and SC GGF PF are Messrs. DL and JG. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,979,804 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%1 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Based on a total of 128,332,470 shares outstanding as of November 29, 2019, as reported in the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 11, 2019. |
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 14 of 24 Pages |
| 1 |
NAME OF REPORTING PERSON
DOUGLAS LEONE (“DL”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
399,265 | ||||
| 6 | SHARED VOTING POWER
8,979,804 shares, of which 8,726,574 shares are directly owned by SC GGF and 253,230 shares are directly owned by SC GGF PF. The General Partner of each of SC GGF and SC GGF PF is SCGGF MGMT. SC US TTGP is the General Partner SCGGF MGMT. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGF and SC GGF PF are Messrs. DL and JG. | |||||
| 7 | SOLE DISPOSITIVE POWER
399,265 | |||||
| 8 | SHARED DISPOSITIVE POWER
8,979,804 shares, of which 8,726,574 shares are directly owned by SC GGF and 253,230 shares are directly owned by SC GGF PF. The General Partner of each of SC GGF and SC GGF PF is SCGGF MGMT. SC US TTGP is the General Partner SCGGF MGMT. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGF and SC GGF PF are Messrs. DL and JG. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,379,069 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%1 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Based on a total of 128,332,470 shares outstanding as of November 29, 2019, as reported in the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 11, 2019. |
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 15 of 24 Pages |
| 1 |
NAME OF REPORTING PERSON
DENARVOR, L.L.C. (“Denarvor”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,425 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,425 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,425 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 128,332,470 shares outstanding as of November 29, 2019, as reported in the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 11, 2019. |
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 16 of 24 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. SCOUT FUND IV, L.L.C. (“SC US SF IV”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,425 shares, of which 1,425 shares are directly owned by Denarvor. Denarvor is wholly owned by SC US SF IV. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,425 shares, of which 1,425 shares are directly owned by Denarvor. Denarvor is wholly owned by SC US SF IV. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,425 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 128,332,470 shares outstanding as of November 29, 2019, as reported in the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 11, 2019. |
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 17 of 24 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. SCOUT SEED FUND 2013, L.P. (“SC US SSF 2013”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,425 shares, of which 1,425 shares are directly owned by Denarvor. Denarvor is wholly owned by SC US SF IV. SC US SF IV is wholly owned by SC US SSF 2013. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,425 shares, of which 1,425 shares are directly owned by Denarvor. Denarvor is wholly owned by SC US SF IV. SC US SF IV is wholly owned by SC US SSF 2013. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,425 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 128,332,470 shares outstanding as of November 29, 2019, as reported in the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 11, 2019. |
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 18 of 24 Pages |
| 1 |
NAME OF REPORTING PERSON
SC U.S. SCOUT SEED FUND 2013 MANAGEMENT, L.P. (“SC SSF 2013 MGMT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,425 shares, of which 1,425 shares are directly owned by Denarvor. Denarvor is wholly owned by SC US SF IV. SC US SF IV is wholly owned by SC US SSF 2013. The General Partner of SC US SSF 2013 is SC SSF 2013 MGMT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,425 shares, of which 1,425 shares are directly owned by Denarvor. Denarvor is wholly owned by SC US SF IV. SC US SF IV is wholly owned by SC US SSF 2013. The General Partner of SC US SSF 2013 is SC SSF 2013 MGMT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,425 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 128,332,470 shares outstanding as of November 29, 2019, as reported in the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 11, 2019. |
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 19 of 24 Pages |
| 1 |
NAME OF REPORTING PERSON
SC US SSF 2013 (TTGP), L.L.C. (“SC US SSF 2013 TTGP”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,425 shares, of which 1,425 shares are directly owned by Denarvor. Denarvor is wholly owned by SC US SF IV. SC US SF IV is wholly owned by SC US SSF 2013. The General Partner of SC US SSF 2013 is SC SSF 2013 MGMT. SC US SSF 2013 TTGP is the General Partner of SC SSF 2013 MGMT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,425 shares, of which 1,425 shares are directly owned by Denarvor. Denarvor is wholly owned by SC US SF IV. SC US SF IV is wholly owned by SC US SSF 2013. The General Partner of SC US SSF 2013 is SC SSF 2013 MGMT. SC US SSF 2013 TTGP is the General Partner of SC SSF 2013 MGMT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,425 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 128,332,470 shares outstanding as of November 29, 2019, as reported in the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 11, 2019. |
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 20 of 24 Pages |
| ITEM 1. |
(a) Name of Issuer:
Medallia, Inc.
(b) Address of Issuer’s Principal Executive Offices:
575 Market Street, Suite 1850
San Francisco, California 94105
| ITEM 2. |
(a) Name of Persons Filing:
SC US GF V Holdings, Ltd.
Sequoia Capital U.S. Growth Fund V, L.P.
Sequoia Capital USGF Principals Fund V, L.P.
SCGF V Management, L.P.
Sequoia Capital U.S. Growth Fund VI, L.P.
Sequoia Capital U.S. Growth VI Principals Fund, L.P.
SC U.S. Growth VI Management, L.P.
Sequoia Capital Global Growth Fund, LP
Sequoia Capital Global Growth Principals Fund, LP?
SCGGF Management, L.P.
SC US (TTGP), LTD.
James J. Goetz
Douglas Leone
Denarvor, L.L.C.
Sequoia Capital U.S. Scout Fund IV, L.L.C.
Sequoia Capital U.S. Scout Seed Fund 2013, L.P.
SC U.S. Scout Seed Fund 2013 Management, L.P.
SC US SSF 2013 (TTGP), L.L.C.
SC USGF V Holdco is wholly owned by SC USGF V and SC USGF PF V. The General Partner of each of SC USGF V and SC USGF PF V is SCGF V MGMT. The General Partner of each of SC US GF VI and SC US GF VI PF is SC US GF VI MGMT. The General Partner of each of SC GGF and SC GGF PF is SCGGF MGMT. The General Partner of each of SCGF V MGMT, SC US GF VI MGMT and SCGGF MGMT is SC US TTGP. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGF and SC GGF PF are Messrs. DL and JG.
Denarvor is wholly owned by SC US SF IV. SC US SF IV is wholly owned by SC US SSF 2013. The General Partner of SC US SSF 2013 is SC SSF 2013 MGMT. SC US SSF 2013 TTGP is the General Partner of SC SSF 2013 MGMT.
(b) Address of Principal Business Office or, if none, Residence:
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
(c) Citizenship:
SC USGF V Holdco, SC USGF V, SC USGF PF V, SCGF V MGMT, SC US GF VI, SC US GF VI PF, SC US GF VI MGMT, SC GGF, SC GGF PF, SCGGF MGMT, SC US TTGP: Cayman Islands
Denavor, SC US SF IV, SC US SSF 2013, SC SSF 2013 MGMT, SC US SSF 2013 TTGP: Delaware
JG, DL: USA
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 21 of 24 Pages |
(d) CUSIP Number:
584021109
| ITEM 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
NOT APPLICABLE
| ITEM 4. | OWNERSHIP |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
NOT APPLICABLE
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
NOT APPLICABLE
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
NOT APPLICABLE
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
NOT APPLICABLE
| ITEM 10. | CERTIFICATION |
NOT APPLICABLE
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 22 of 24 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2020
| SC US GF V Holdings, Ltd. | ||
| By: | Sequoia Capital U.S. Growth Fund V, L.P. Sequoia Capital USGF Principals Fund V, L.P. | |
| its Members | ||
| By: | SCGF V Management, L.P. | |
| its General Partner | ||
| By: | SC US (TTGP), Ltd. | |
| its General Partner | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| Sequoia Capital U.S. Growth Fund V, L.P. Sequoia Capital USGF Principals Fund V, L.P. | ||
| By: | SCGF V Management, L.P. | |
| its General Partner | ||
| By: | SC US (TTGP), Ltd. | |
| its General Partner | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| SCGF V Management, L.P. | ||
| By: | SC US (TTGP), Ltd. | |
| its General Partner | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 23 of 24 Pages |
| Sequoia Capital U.S. Growth Fund VI, L.P. Sequoia Capital U.S. Growth VI Principals Fund, L.P. | ||
| By: | SC U.S. Growth VI Management, L.P. | |
| its General Partner | ||
| By: | SC US (TTGP), LTD. | |
| its General Partner | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| SC U.S. Growth VI Management, L.P. | ||
| By: | SC US (TTGP), Ltd. | |
| its General Partner | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| Sequoia Capital Global Growth Fund, LP | ||
| Sequoia Capital Global Growth Principals Fund, LP | ||
| By: | SCGGF Management, L.P. | |
| its General Partner | ||
| By: | SC US (TTGP), Ltd. | |
| its General Partner | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| SCGGF Management, L.P. | ||
| By: | SC US (TTGP), Ltd. | |
| its General Partner | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| SC US (TTGP), Ltd. | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| James J. Goetz | ||
| By: | /s/ James J. Goetz | |
| James J. Goetz | ||
| CUSIP No. 584021109 |
SCHEDULE 13G | Page 24 of 24 Pages |
| Douglas Leone | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone | ||
| Denarvor, L.L.C. | ||
| By: | Sequoia Capital U.S. Scout Fund IV, L.L.C. Sequoia Capital U.S. Scout Seed Fund 2013, L.P. | |
| its Members | ||
| By: | SC U.S. Scout Seed Fund 2013 Management, L.P. | |
| its General Partner | ||
| By: | SC US SSF 2013 (TTGP), L.L.C. | |
| its General Partner | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| Sequoia Capital U.S. Scout Fund IV, L.L.C. Sequoia Capital U.S. Scout Seed Fund 2013, L.P. | ||
| By: | SC U.S. Scout Seed Fund 2013 Management, L.P. | |
| its General Partner | ||
| By: | SC US SSF 2013 (TTGP), L.L.C. | |
| its General Partner | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| SC U.S. Scout Seed Fund 2013 Management, L.P. | ||
| By: | SC US SSF 2013 (TTGP), L.L.C. | |
| its General Partner | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| SC US SSF 2013 (TTGP), L.L.C. | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||