Mandiant (MNDT) executive Mandia returned to the company 3,814,139 shares at $23.00

Insider transactions reported

Kevin R. Mandia (executive at Mandiant Inc., MNDT) reported that they returned to the company 3,814,139 shares at $23.00 on Sep 12, 2022. After these transactions the filing shows 0 shares held directly and 0 shares held indirectly (See footnote).

Reporting person

Mandia Kevin R.

Options and other derivatives

Holdings before and after

• Common Stock: 3,077,825 to 0 direct
• Common Stock: 340,691 to 0 indirect, See footnote

Footnotes from the filing

1. 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. 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. 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. 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. 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. 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. 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. 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.

Transaction codes in this filing

Sale back to the company:

Code D marks a disposition back to the company under an exempt plan, as opposed to a sale in the market.

FAQ