Mandiant Form 4 / Kevin R. Mandia ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mandia Kevin R.

(Last)

(First)

(Middle)

C/O MANDIANT, INC.

11951 FREEDOM DRIVE, 6TH FLOOR

(Street)

RESTON

20190

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mandiant, Inc. [ MNDT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/12/2022		D		3,077,825	D	$23⁽¹⁾	0	D
Common Stock	09/12/2022		D		340,691	D	$23⁽¹⁾	0	I	See footnote⁽²⁾
Common Stock	09/12/2022		D		144,185	D	$23⁽¹⁾	0	I	See footnote⁽³⁾
Common Stock	09/12/2022		D		251,438	D	$23⁽⁴⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
PERFORMANCE-BASED RESTRICTED STOCK UNITS	⁽⁵⁾	09/12/2022		A		80,739⁽⁶⁾		09/12/2022	09/12/2022	Common Stock	80,739	$0.00	80,739	D
PERFORMANCE-BASED RESTRICTED STOCK UNITS	⁽⁵⁾	09/12/2022		A		234,824⁽⁷⁾		09/12/2022	09/12/2022	Common Stock	234,824	$0.00	315,563	D
PERFORMANCE-BASED RESTRICTED STOCK UNITS	⁽⁸⁾	09/12/2022		D			315,563⁽⁸⁾	09/12/2022	09/12/2022	Common Stock	315,563	$23⁽⁸⁾	0	D

Explanation of Responses:

1. Represents shares of the Issuer's common stock that were disposed of in connection with the merger of Dupin Inc. with and into the Issuer (the "Merger") pursuant to an Agreement and Plan of Merger, dated as of March 7, 2022, by and among the Issuer, Google LLC ("Google") and Dupin Inc. At the effective time of the Merger, each share of the Issuer's common stock was cancelled and converted into the right to receive $23.00 in cash.

2. Shares held of record by the Kevin R. Mandia 2011 Irrevocable Trust Dated July 29, 2011 (the "Irrevocable Trust"). The Reporting Person's spouse, as trustee, has shared voting and investment power with respect to the shares held of record by the Irrevocable Trust. The Reporting Person disclaims beneficial ownership of such shares.

3. Shares held of record by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of the shares held by his spouse, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his spouse's shares for purpose of Section 16 or for any other reason.

4. At the effective time of the Merger, each outstanding restricted stock unit ("RSU") was canceled and converted into a right to receive an amount in cash equal to the product of (1) $23.00 and (2) the total number of shares of the Issuer's common stock then-subject to such RSU. With respect to vested RSUs, such cash amount became payable at the effective time of the Merger and, with respect to unvested RSUs, such cash amount will vest and become payable in accordance with the vesting schedule applicable to the corresponding unvested RSU, generally subject to the Reporting Person's continued employment with Google and its affiliates.

5. Each RSU subject to performance-based vesting conditions ("PSU") represented a right to receive a share of the Issuer's common stock, subject to the achievement of performance conditions.

6. Represents PSUs for which performance was deemed achieved based on actual performance and that became vested at the effective time of the Merger ("Vested PSUs").

7. Represents PSUs for which performance was deemed achieved based on actual performance at the effective time of the Merger and PSUs for which performance was deemed achieved assuming maximum performance but, in each case, remained subject to time-based vesting conditions ("Unvested PSUs").

8. At the effective time of the Merger, each outstanding PSU was canceled and converted into a right to receive an amount in cash equal to the product of (1) $23.00 and (2) the total number of shares of the Issuer's common stock then-subject to such PSU assuming maximum level of achievement of all relevant performance goals. With respect to each Vested PSU, such cash amount became payable at the effective time of the Merger and, with respect to each Unvested PSU, such cash amount will vest and become payable in accordance with the time-based vesting schedule applicable to the corresponding Unvested PSU, generally subject to the Reporting Person's continued employment with Google and its affiliates.

Remarks:

	Richard Meamber, Attorney-in-Fact	09/12/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Mandiant (MNDT) Form 4Mandiant / Kevin R. Mandia ownership change