Item 7.01
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Regulation FD Disclosure
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On December 5, 2019, Medallia posted supplemental investor materials on its investor.medallia.com website. Medallia announces material
information to the public about Medallia, its products and services and other matters through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, webcasts, the investor relations
section of its website (investor.medallia.com), its blog (medallia.com/blog) and its Twitter account (@Medallia) in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations
under Regulation FD.
The information contained in this current report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, regardless of any general incorporation language in such filing.
Item 8.01
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Expected Early Lock-Up Release Date
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In connection with Medallia’s initial public offering of common stock (the “IPO”), all of Medallia’s executive officers, directors and
holders of its capital stock and securities convertible into or exchangeable for such capital stock as of the IPO were parties to market standoff agreements with Medallia or entered into lock-up agreements with the underwriters that restrict their
ability to sell or transfer their shares, or otherwise engage in certain transactions related to their shares, for a period of 180 days after July 18, 2019. Such period is referred to as the lock-up period.
Pursuant to the lock-up agreements with the underwriters (other than those with Medallia’s Chief Executive Officer and Chief Financial
Officer), if (i) at least 120 days have elapsed since July 18, 2019, and (ii) such lock-up period is scheduled to end during or within five trading days prior to a broadly applicable and regularly scheduled period during which trading in Medallia’s
securities would not be permitted under its insider trading policy (the “blackout period”), such lock-up period with respect to ten percent of each holder’s (other than Medallia’s Chief Executive Officer and Chief Financial Officer) Specified
Securities (as defined below) will end fifteen trading days prior to the commencement of such blackout period. “Specified Securities” are defined as each holder’s Medallia’s common stock, and those restricted stock units and options to purchase
shares of common stock that will be vested as of January 15, 2020.
The lock-up period is scheduled to end on January 15, 2020, which falls within Medallia’s quarterly blackout period that commences at
the close of trading on December 31, 2019. Therefore, in accordance with the lock-up agreements with the underwriters (other than those with Medallia’s Chief Executive Officer and Chief Financial Officer), the lock-up period for ten percent of
Specified Securities will end at the open of trading on December 10, 2019, which is fifteen trading days prior to the commencement of Medallia’s quarterly blackout period (the “Early Release”). Medallia will also release the market standoff
agreements associated with the ten percent of Specified Securities.
Medallia estimates that up to approximately 13.4 million shares of common stock may become eligible for sale in the public market at the
open of trading on December 10, 2019 (subject to continued vesting of any unvested equity awards as of such date) due to the Early Release.