FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hald Borge
2. Issuer Name and Ticker or Trading Symbol

Medallia, Inc. [ MDLA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O MEDALLIA, INC., 575 MARKET STREET, SUITE 1850
3. Date of Earliest Transaction (MM/DD/YYYY)

10/29/2021
(Street)

SAN FRANCISCO, CA 94105
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/29/2021  D  1474331 D (1)50001 (2)D  
Common Stock 10/29/2021  D  50001 (2)D (3)0 D  
Common Stock 10/29/2021  D  1676442 D (1)57792 (2)I See footnote (4)
Common Stock 10/29/2021  D  57792 (5)D (6)0 I See footnote (4)
Common Stock 10/29/2021  D  1731023 D (1)0 I See footnote (7)
Common Stock 10/29/2021  D  1590289 D (1)0 I See footnote (8)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy) $2.36 10/29/2021  D     600000   (9)6/2/2025 Common Stock 600000 $34.00 0 D  
Employee Stock Option (right to buy) $5.69 10/29/2021  D     1300000   (9)3/16/2027 Common Stock 1300000 $34.00 0 D  
Stock Option (right to buy) $2.36 10/29/2021  D     600000   (9)6/2/2025 Common Stock 600000 $34.00 0 I See footnote (4)
Stock Option (right to buy) $5.69 10/29/2021  D     650000   (9)3/16/2027 Common Stock 650000 $34.00 0 I See footnote (4)

Explanation of Responses:
(1) Pursuant to the Agreement and Plan of Merger between the Issuer, Project Metal Parent, LLC and Project Metal Merger Sub, Inc. dated July 25, 2021, each share of issued and outstanding Issuer common stock was cancelled and converted into the right to receive $34.00 in cash.
(2) The shares are represented by restricted stock units, or RSUs.
(3) At the effective time of the merger, the RSUs were cancelled and converted into a right to receive $34.00 in cash for each outstanding unit which will vest and be payable at the same time as the unvested RSUs for which such cash amount was exchanged would have vested pursuant to its terms.
(4) The shares are held of record by Ms. Pressman. The reporting persons are husband and wife.
(5) Pursuant to the terms of the Issuer's 2019 Equity Incentive Plan and the Outside Director Compensation Plan, the RSUs vested in full in connection with a change in control.
(6) Immediately prior to the effective time of the merger, each vested RSU was cancelled and converted into a right to receive $34.00 in cash for each outstanding unit.
(7) The shares are 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 an investment advisor.
(8) The shares are 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 an investment advisor.
(9) The shares subject to the option are fully vested and immediately exercisable. At the effective time of the merger, the vested options were cancelled in exchange for a cash payment representing the difference between $34.00 and the exercise price of the option per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Hald Borge
C/O MEDALLIA, INC.
575 MARKET STREET, SUITE 1850
SAN FRANCISCO, CA 94105
X


Pressman Amy E
C/O MEDALLIA, INC.
575 MARKET STREET, SUITE 1850
SAN FRANCISCO, CA 94105
X



Signatures
/s/ Roxanne Oulman, by power of attorney for Borge Hald11/2/2021
**Signature of Reporting PersonDate

/s/ Roxanne Oulman, by power of attorney for Amy Pressman11/2/2021
**Signature of Reporting PersonDate

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