0001209191-22-049428.txt : 20220912
0001209191-22-049428.hdr.sgml : 20220912
20220912114657
ACCESSION NUMBER: 0001209191-22-049428
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: Mandia Kevin R.
CENTRAL INDEX KEY: 0001595602
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36067
FILM NUMBER: 221238018
MAIL ADDRESS:
STREET 1: 1440 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
0001595602
Mandia Kevin R.
C/O MANDIANT, INC.
11951 FREEDOM DRIVE, 6TH FLOOR
RESTON
VA
20190
1
1
0
0
Chief Executive Officer
Common Stock
2022-09-12
4
D
0
3077825
23.00
D
0
D
Common Stock
2022-09-12
4
D
0
340691
23.00
D
0
I
See footnote
Common Stock
2022-09-12
4
D
0
144185
23.00
D
0
I
See footnote
Common Stock
2022-09-12
4
D
0
251438
23.00
D
0
D
PERFORMANCE-BASED RESTRICTED STOCK UNITS
2022-09-12
4
A
0
80739
0.00
A
2022-09-12
2022-09-12
Common Stock
80739
80739
D
PERFORMANCE-BASED RESTRICTED STOCK UNITS
2022-09-12
4
A
0
234824
0.00
A
2022-09-12
2022-09-12
Common Stock
234824
315563
D
PERFORMANCE-BASED RESTRICTED STOCK UNITS
2022-09-12
4
D
0
315563
23.00
D
2022-09-12
2022-09-12
Common Stock
315563
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 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.
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.
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 based on actual performance and that became vested at the effective time of the Merger ("Vested PSUs").
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").
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.
Richard Meamber, Attorney-in-Fact
2022-09-12