0001209191-22-049419.txt : 20220912 0001209191-22-049419.hdr.sgml : 20220912 20220912113709 ACCESSION NUMBER: 0001209191-22-049419 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220912 FILED AS OF DATE: 20220912 DATE AS OF CHANGE: 20220912 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Watters John P. CENTRAL INDEX KEY: 0001855154 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36067 FILM NUMBER: 221238005 MAIL ADDRESS: STREET 1: 601 MCCARTHY BLVD. CITY: MILPITAS STATE: CA ZIP: 95035 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mandiant, Inc. CENTRAL INDEX KEY: 0001370880 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 201548921 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11951 FREEDOM DRIVE, 6TH FLOOR CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 703-935-1700 MAIL ADDRESS: STREET 1: 11951 FREEDOM DRIVE, 6TH FLOOR CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: FireEye, Inc. DATE OF NAME CHANGE: 20130625 FORMER COMPANY: FORMER CONFORMED NAME: FireEye Inc DATE OF NAME CHANGE: 20060728 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-09-12 1 0001370880 Mandiant, Inc. MNDT 0001855154 Watters John P. C/O MANDIANT, INC. 11951 FREEDOM DRIVE, 6TH FLOOR RESTON VA 20190 0 1 0 0 President & COO Common Stock 2022-09-12 4 D 0 219693 23.00 D 0 D Common Stock 2022-09-12 4 D 0 20000 23.00 D 0 I See footnote Common Stock 2022-09-12 4 D 0 35000 23.00 D 0 I See footnote Common Stock 2022-09-12 4 D 0 165625 23.00 D 0 D PERFORMANCE-BASED RESTRICTED STOCK UNITS 2022-09-12 4 A 0 225000 0.00 A 2022-09-12 2022-09-12 Common Stock 225000 225000 D PERFORMANCE-BASED RESTRICTED STOCK UNITS 2022-09-12 4 D 0 225000 23.00 D 2022-09-12 2022-09-12 Common Stock 225000 0 D 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. Shares held of record by JPW Advisory, Inc., for which the Reporting Person serves as the sole officer and director. Shares held of record by Dorset Investment Partners, Ltd., a family limited partnership of which the Reporting Person and his spouse are general partners. The Reporting Person disclaims beneficial ownership of all shares held by the family limited partnership, except to the extent of his pecuniary interest therein. 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. 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. Represents PSUs for which performance was deemed achieved assuming maximum performance but remained subject to time-based vesting conditions ("Unvested PSUs"). 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. 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. Richard Meamber, Attorney-in-Fact 2022-09-12