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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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
MEDALLIA, INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
584021 109
(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 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. 584021 109 | Page 2 |
| 1 | NAME OF REPORTING PERSON:
Borge Hald | |||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
| ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY:
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
15,470,556 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
15,470,556 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
15,470,556(1) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
11.8%(2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN | |||||
| (1) | Includes (i) 3,079,255 shares of common stock held of record by Borge Hald; (ii) 1,900,000 shares of common stock that are issuable upon exercise of outstanding options within 60 days of December 31, 2019 to Mr. Hald; (iii) 3,171,282 shares of common stock held of record by Amy Pressman, Mr. Hald’s spouse; (iv) 1,250,000 shares of common stock that are issuable upon exercise of outstanding options within 60 days of December 31, 2019 to Ms. Pressman; (v) 1,865,289 shares of common stock held of record by the Borge Hald Irrevocable Trust U/A/D 11/4/2019 First Republic Trust Company of Delaware LLC, Trustee for which Mr. Hald serves as investment advisor; (vi) 465,734 shares of common stock held of record by the Borge Hald Irrevocable Trust II U/A/D 11/4/2019 First Republic Trust Company of Delaware LLC, Trustee for which Mr. Hald serves as investment advisor; (vii) 1,615,289 shares of common stock held of record by the Amy Hald Irrevocable Trust U/A/D 11/4/2019 First Republic Trust Company of Delaware LLC, Trustee for which Mr. Hald serves as investment advisor; (viii) 465,734 shares of common stock held of record by the Amy Hald Irrevocable Trust II U/A/D 11/4/2019 First Republic Trust Company of Delaware LLC, Trustee for which Ms. Pressman serves as investment advisor; (ix) 157,973 shares of common stock held of record by the Amy Hald Irrevocable Trust III U/A/D 11/4/2019 First Republic Trust Company of Delaware LLC, Trustee for which Ms. Pressman serves as investment advisor; and (x) 1,500,000 shares of common stock held of record by the Hald 2011 Irrevocable Children’s Trust dtd 8/4/2011 First Republic Trust Company of Delaware LLC, Trustee for which Mr. Hald and Ms. Pressman serve as investment advisors. |
| (2) | Based on 128,332,470 shares of the Issuer’s common stock outstanding as of November 29, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2019, filed with the Securities and Exchange Commission on December 11, 2019. |
| CUSIP No. 584021 109 | Page 3 |
| 1 | NAME OF REPORTING PERSON:
Amy Pressman | |||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
| ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY:
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
15,470,556 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
15,470,556 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
15,470,556(1) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
11.8%(2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN | |||||
| (1) | Includes (i) 3,171,282 shares of common stock held of record by Amy Pressman; (ii) 1,250,000 shares of common stock that are issuable upon exercise of outstanding options within 60 days of December 31, 2019 to Ms. Pressman; (iii) 3,079,255 shares of common stock held of record by Borge Hald, Ms. Pressman’s spouse; (iv) 1,900,000 shares of common stock that are issuable upon exercise of outstanding options within 60 days of December 31, 2019 to Mr. Hald; (v) 1,865,289 shares of common stock held of record by the Borge Hald Irrevocable Trust U/A/D 11/4/2019 First Republic Trust Company of Delaware LLC, Trustee for which Mr. Hald serves as investment advisor; (vi) 465,734 shares of common stock held of record by the Borge Hald Irrevocable Trust II U/A/D 11/4/2019 First Republic Trust Company of Delaware LLC, Trustee for which Mr. Hald serves as investment advisor; (vii) 1,615,289 shares of common stock held of record by the Amy Hald Irrevocable Trust U/A/D 11/4/2019 First Republic Trust Company of Delaware LLC, Trustee for which Ms. Pressman serves as investment advisor; (viii) 465,734 shares of common stock held of record by the Amy Hald Irrevocable Trust II U/A/D 11/4/2019 First Republic Trust Company of Delaware LLC, Trustee for which Ms. Pressman serves as investment advisor; (ix) 157,973 shares of common stock held of record by the Amy Hald Irrevocable Trust III U/A/D 11/4/2019 First Republic Trust Company of Delaware LLC, Trustee for which Ms. Pressman serves as investment advisor; and (x) 1,500,000 shares of common stock held of record by the Hald 2011 Irrevocable Children’s Trust dtd 8/4/2011 First Republic Trust Company of Delaware LLC, Trustee for which Mr. Hald and Ms. Pressman serve as investment advisors. |
| (2) | Based on 128,332,470 shares of the Issuer’s common stock outstanding as of November 29, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2019, filed with the Securities and Exchange Commission on December 11, 2019. |
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) Names of Persons Filing:
Each of the following is a reporting person (“Reporting Person”):
Borge Hald
Amy Pressman
(b) Address or principal business office or, if none, residence:
The address for the principal business office of the Reporting Persons is:
c/o Medallia, Inc.
575 Market Street, Suite 1850
San Francisco, California 94105
(c) Citizenship:
Reference is made to the response to item 4 on each of pages 2 and 3 of this Schedule 13G (this “Schedule”), which responses are incorporated herein by reference.
(d) Title and Class of Securities:
Common Stock, par value $0.001 per share.
(e) CUSIP No.:
584021 109
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership
Reference is hereby made to the responses to items 5-9 and 11 of pages 2 and 3 of this Schedule, which responses are incorporated herein by reference.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than 5 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 or Control Person.
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. Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
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.
Date: February 12, 2020
| /s/ Borge Hald |
| Borge Hald |
| /s/ Amy Pressman |
| Amy Pressman |
Exhibit Index
Exhibit 99.1 Agreement of Joint Filing between Borge Hald and Amy Pressman dated February 12, 2020