Sec Form 3 Filing - SC US (TTGP), LTD. @ Medallia, Inc. - 2019-07-18

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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SC US (TTGP), LTD.
2. Issuer Name and Ticker or Trading Symbol
Medallia, Inc. [ MDLA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101,
3. Date of Earliest Transaction (MM/DD/YY)
07/18/2019
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Stock ( 1 ) 1,425 I Denarvor, L.L.C. ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock ( 1 ) 1,638,950 I SC US GF V Holdings, Ltd. ( 4 )
Series B Convertible Preferred Stock ( 5 ) ( 5 ) ( 5 ) Class A Common Stock ( 1 ) 17,622,476 I SC US GF V Holdings, Ltd. ( 4 )
Series C Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Class A Common Stock ( 1 ) 5,965,519 I SC US GF V Holdings, Ltd. ( 4 )
Series D Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Class A Common Stock ( 1 ) 8,858,605 I Sequoia Capital U.S. Growth Fund VI, L.P. ( 8 )
Series D Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Class A Common Stock ( 1 ) 443,721 I Sequoia Capital U.S. Growth VI Principals Fund, L.P. ( 8 )
Series E Convertible Preferred Stock ( 9 ) ( 9 ) ( 9 ) Class A Common Stock ( 1 ) 855,147 I Sequoia Capital U.S. Growth Fund VI, L.P. ( 8 )
Series E Convertible Preferred Stock ( 9 ) ( 9 ) ( 9 ) Class A Common Stock ( 1 ) 42,834 I Sequoia Capital U.S. Growth VI Principals Fund, L.P. ( 8 )
Series E Convertible Preferred Stock ( 9 ) ( 9 ) ( 9 ) Class A Common Stock ( 1 ) 8,726,574 I Sequoia Capital Global Growth Fund, LP ( 10 ) ( 11 )
Series E Convertible Preferred Stock ( 9 ) ( 9 ) ( 9 ) Class A Common Stock ( 1 ) 253,230 I Sequoia Capital Global Growth Principals Fund, LP ( 10 ) ( 11 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SC US (TTGP), LTD.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SC U.S. GROWTH VI MANAGEMENT, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL U.S. GROWTH FUND VI, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL U.S. GROWTH VI PRINCIPALS FUND, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SCGF V Management, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P.
2800 SAND HILL ROAD
SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P.
2800 SAND HILL ROAD
SUITE 101
MENLO PARK, CA94025
X
SC US GF V Holdings, Ltd.
2800 SAND HILL ROAD
SUITE 101
MENLO PARK, CA94025
X
GOETZ JAMES J
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Signatures
/s/ Jung Yeon Son, by power of attorney for James Goetz, a Director of SC US (TTGP), Ltd. 07/18/2019
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Growth VI Management, L.P., SCGF V Management, L.P. and SCGGF Management, L.P. 07/18/2019
Signature of Reporting Person Date
/s/ Jung Yeon Son, by PoA for Douglas Leone, a Director of SC US (TTGP), Ltd., GP of SC U.S. Growth VI Management, L.P., GP of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. 07/18/2019
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the general partner of SCGF V Management, L.P., the general partner of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. 07/18/2019
Signature of Reporting Person Date
See Remarks 07/18/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Class A Common Stock shall be reclassified into one share of Common Stock immediately prior to the completion of the Issuer's initial public offering of Common Stock and following the conversion of each series of the Issuer's Convertible Preferred Stock and the Issuer's Class B Common Stock into Class A Common Stock.
( 2 )SC US SSF 2013 (TTGP), L.L.C. is the general partner of SC U.S. Scout Seed Fund 2013 Management, L.P., which is the general partner of Sequoia Capital U.S. Scout Seed Fund 2013, L.P., which wholly owns Sequoia Capital U.S. Scout Fund IV, L.L.C., which in turn wholly owns Denarvor, L.L.C. As a result, SC US SSF 2013 (TTGP), L.L.C. and SC U.S. Scout Seed Fund 2013 Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by Denarvor, L.L.C. Each of SC US SSF 2013 (TTGP), L.L.C. and SC U.S. Scout Seed Fund 2013 Management, L.P. disclaims beneficial ownership of the securities held by Denarvor, L.L.C. except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 3 )Each share of Series A Convertible Preferred Stock shall automatically convert into Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.
( 4 )SC US (TTGP), Ltd. is the general partner of SCGF V Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund V, LP and Sequoia Capital USGF Principals Fund V, L.P., or collectively, the SC US GF V Funds, which together own 100% of the outstanding shares of SC US GF V Holdings, Ltd. As a result, SC US (TTGP), Ltd. and SCGF V Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by SC US GF V Holdings, Ltd. Each of SC US (TTGP), Ltd. and SCGF V Management, L.P. disclaims beneficial ownership of the securities held by SC US GF V Holdings, Ltd. except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 5 )Each share of Series B Convertible Preferred Stock shall automatically convert into Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.
( 6 )Each share of Series C Convertible Preferred Stock shall automatically convert into Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.
( 7 )Each share of Series D Convertible Preferred Stock shall automatically convert into Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.
( 8 )SC US (TTGP), Ltd. is the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. As a result, SC US (TTGP), Ltd. and SC U.S. Growth VI Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. Each of SC US (TTGP), Ltd. and SC U.S. Growth VI Management, L.P. disclaims beneficial ownership of the securities held by Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 9 )Each share of Series E Convertible Preferred Stock shall automatically convert into Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.
( 10 )SC US (TTGP), Ltd. is the general partner of SCGGF Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund, LP and Sequoia Capital Global Growth Principals Fund, LP. As a result, SC US (TTGP), Ltd. and SCGGF Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital Global Growth Fund, LP and Sequoia Capital Global Growth Principals Fund, LP.
( 11 )(Continued from Footnote 10) Voting and disposition decisions at SC US (TTGP), Ltd. with respect to the shares held by the SC GGF Funds are made by an investment committee consisting of Messrs. Douglas Leone and James J. Goetz. Each of SC US (TTGP), Ltd., SCGGF Management, L.P., Mr. Leone and Mr. Goetz disclaims beneficial ownership of the securities held by Sequoia Capital Global Growth Fund, LP and Sequoia Capital Global Growth Principals Fund, LP except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:
Form 1 of 2./s/ Jung Yeon Son, by PoA for Douglas Leone, a Director of SC US (TTGP), Ltd., GP of SCGF V Management, L.P., GP of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P., which together own 100% of SC US GF V Holdings, Ltd

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