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