Sec Form 4 Filing - Hald Borge @ Medallia, Inc. - 2019-07-23

FORM 4 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Hald Borge 2. Issuer Name and Ticker or Trading Symbol Medallia, Inc. [ MDLA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MEDALLIA, INC., 575 MARKET STREET, SUITE 1850 3. Date of Earliest Transaction (MM/DD/YY) 07/23/2019 (Street) SAN FRANCISCO, CA94105 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 07/23/2019 C( 1 )( 2 ) 4,121,755 A 4,321,755 D Class A Common Stock 07/23/2019 J( 3 ) 4,321,755 D 0 D Common Stock 07/23/2019 J( 3 ) 4,321,755 A 4,321,755 D Common Stock 07/23/2019 S 882,500 D $ 19.53 3,439,255 D Class A Common Stock 07/23/2019 C( 1 )( 2 ) 4,186,599 A 4,413,782 I See footnote ( 4 ) Class A Common Stock 07/23/2019 J( 3 ) 4,413,782 D 0 I See footnote ( 4 ) Common Stock 07/23/2019 J( 3 ) 4,413,782 A 4,413,782 I See footnote ( 4 ) Common Stock 07/23/2019 S 882,500 D $ 19.53 3,531,282 I See footnote ( 4 ) Class A Common Stock 07/23/2019 C( 1 )( 2 ) 22,254 A 465,734 I See footnote ( 5 ) Class A Common Stock 07/23/2019 J( 3 ) 465,734 D 0 I See footnote ( 5 ) Common Stock 07/23/2019 J( 3 ) 465,734 A 465,734 I See footnote ( 5 ) Class A Common Stock 07/23/2019 C( 1 )( 2 ) 1,421,809 A 1,865,289 I See footnote ( 6 ) Class A Common Stock 07/23/2019 J( 3 ) 1,865,289 D 0 I See footnote ( 6 ) Common Stock 07/23/2019 J( 3 ) 1,865,289 A 1,865,289 I See footnote ( 6 ) Class A Common Stock 07/23/2019 C( 1 )( 2 ) 22,254 A 465,734 I See footnote ( 7 ) Class A Common Stock 07/23/2019 J( 3 ) 465,734 D 0 I See footnote ( 7 ) Common Stock 07/23/2019 J( 3 ) 465,734 A 465,734 I See footnote ( 7 ) Class A Common Stock 07/23/2019 C( 1 )( 2 ) 1,171,809 A 1,615,289 I See footnote ( 8 ) Class A Common Stock 07/23/2019 J( 3 ) 1,615,289 D 0 I See footnote ( 8 ) Common Stock 07/23/2019 J( 3 ) 1,615,289 A 1,615,289 I See footnote ( 8 ) Class A Common Stock 07/23/2019 J( 3 ) 157,973 D 0 I See footnote ( 9 ) Common Stock 07/23/2019 J( 3 ) 157,973 A 157,973 I See footnote ( 9 ) Class A Common Stock 07/23/2019 J( 3 ) 1,056,520 A 1,500,000 I See footnote ( 10 ) Class A Common Stock 07/23/2019 J( 3 ) 1,500,000 D 0 I See footnote ( 10 ) Common Stock 07/23/2019 J ( 3 ) 1,500,000 A 1,500,000 I See footnote ( 10 )

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 Class B Common Stock ( 1 ) 07/23/2019 C( 1 ) 1,500 ( 1 ) ( 1 ) Class A Common Stock 1,500 ( 1 ) 0 D Class B Common Stock ( 1 ) 07/23/2019 C( 1 ) 1,500 ( 1 ) ( 1 ) Class A Common Stock 1,500 ( 1 ) 0 I See footnote ( 4 ) Series A Convertible Preferred Stock ( 2 ) 07/23/2019 C( 2 ) 4,120,255 ( 2 ) ( 2 ) Class A Common Stock 4,120,255 ( 2 ) 0 D Series A Convertible Preferred Stock ( 2 ) 07/23/2019 C( 2 ) 4,185,099 ( 2 ) ( 2 ) Class A Common Stock 4,185,099 ( 2 ) 0 I See footnote ( 4 ) Series A Convertible Preferred Stock ( 2 ) 07/23/2019 C( 2 ) 22,254 ( 2 ) ( 2 ) Class A Common Stock 22,254 ( 2 ) 0 I See footnote ( 5 ) Series A Convertible Preferred Stock ( 2 ) 07/23/2019 C( 2 ) 1,421,809 ( 2 ) ( 2 ) Class A Common Stock 1,421,809 ( 2 ) 0 I See footnote ( 6 ) Series A Convertible Preferred Stock ( 2 ) 07/23/2019 C( 2 ) 22,254 ( 2 ) ( 2 ) Class A Common Stock 22,254 ( 2 ) 0 I See footnote ( 7 ) Series A Convertible Preferred Stock ( 2 ) 07/23/2019 C( 2 ) 1,171,809 ( 2 ) ( 2 ) Class A Common Stock 1,171,809 ( 2 ) 0 I See footnote ( 8 ) Series A Convertible Preferred Stock ( 2 ) 07/23/2019 C( 2 ) 1,056,520 ( 2 ) ( 2 ) Class A Common Stock 1,056,520 ( 2 ) 0 I See footnote ( 10 ) Stock Option (right to buy) $ 2.36 07/23/2019 J( 3 ) 600,000 ( 11 ) 06/03/2025 Class A Common Stock 600,000 ( 3 ) 0 D Stock Option (right to buy) $ 2.36 07/23/2019 J( 3 ) 600,000 ( 11 ) 06/03/2025 Common Stock 600,000 ( 3 ) 600,000 D Stock Option (right to buy) $ 5.69 07/23/2019 J( 3 ) 1,300,000 ( 12 ) 03/17/2027 Class A Common Stock 1,300,000 ( 3 ) 0 D Stock Option (right to buy) $ 5.69 07/23/2019 J( 3 ) 1,300,000 ( 12 ) 03/17/2027 Common Stock 1,300,000 ( 3 ) 1,300,000 D Stock Option (right to buy) $ 2.36 07/23/2019 J( 3 ) 600,000 ( 11 ) 06/03/2025 Class A Common Stock 600,000 ( 3 ) 0 I See footnote ( 4 ) Stock Option (right to buy) $ 2.36 07/23/2019 J( 3 ) 600,000 ( 11 ) 06/03/2025 Common Stock 600,000 ( 3 ) 600,000 I See footnote ( 4 ) Stock Option (right to buy) $ 5.69 07/23/2019 J( 3 ) 600,000 ( 12 ) 03/17/2027 Class A Common Stock 600,000 ( 3 ) 0 I See footnote ( 4 ) Stock Option (right to buy) $ 5.69 07/23/2019 J( 3 ) 600,000 ( 12 ) 03/17/2027 Common Stock 600,000 ( 3 ) 600,000 I See footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hald Borge C/O MEDALLIA, INC. 575 MARKET STREET, SUITE 1850 SAN FRANCISCO, CA94105 X X Pressman Amy E C/O MEDALLIA, INC. 575 MARKET STREET, SUITE 1850 SAN FRANCISCO, CA94105 X X Signatures /s/ Alan K. Grebene, by power of attorney for Borge Hald 07/23/2019 Signature of Reporting Person Date /s/ Alan K. Grebene, by power of attorney for Amy Pressman 07/23/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Class B Common Stock automatically converted 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 had no expiration date. ( 2 )Each share of Series A Convertible Preferred Stock automatically converted 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 had no expiration date. ( 3 )Each share of Class A Common Stock was reclassified in an exempt transaction pursuant to Rule 16b-7 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 Series B Common Stock into Series A Common Stock. ( 4 )The shares are held of record by Ms. Pressman. The reporting persons are husband and wife. ( 5 )The shares are held of record by the Borge Hald 2011 Irrevocable Remainder Trust for which Mr. Hald serves as trustee. ( 6 )The shares are held of record by the Borge Hald 2014 Irrevocable Descendant's Trust for which Mr. Hald serves as trustee. ( 7 )The shares are held of record by the Amy Hald 2011 Irrevocable Remainder Trust for which Ms. Pressman serves as trustee. ( 8 )The shares are held of record by the Amy Hald 2014 Irrevocable Descendant's Trust for which Ms. Pressman serves as trustee. ( 9 )The shares are held of record by the Amy Hald Irrevocable Remainder Trust for which Ms. Pressman serves as trustee. ( 10 )The shares are held of record by The Hald 2011 Irrevocable Children's Trust for which Mr. Hald and Ms. Pressman serve as co-trustees. ( 11 )The shares subject to the option are fully vested and immediately exercisable. ( 12 )The shares subject to the option vest in 48 equal monthly installments beginning on May 1, 2017. Upon completion of the Issuer's initial public offering of Common Stock, the vesting of the option accelerated in full.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.