Sec Form 4 Filing - LEONE DOUGLAS M @ 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

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1. Name and Address of Reporting Person LEONE DOUGLAS M 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) 2800 SAND HILL ROAD, SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 07/23/2019 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 ) 07/23/2019 C 25,226,945 A $ 0 25,226,945 I SC US GF V Holdings, Ltd. ( 2 ) Class A Common Stock ( 1 ) 07/23/2019 C 9,713,752 A $ 0 9,713,752 I Sequoia Capital U.S. Growth Fund VI, L.P. ( 3 ) Class A Common Stock ( 1 ) 07/23/2019 C 486,555 A $ 0 486,555 I Sequoia Capital U.S. Growth VI Principals Fund, L.P. ( 3 ) Class A Common Stock ( 1 ) 07/23/2019 C 8,726,574 A $ 0 8,726,574 I Sequoia Capital Global Growth Fund, LP ( 5 ) ( 4 ) Class A Common Stock ( 1 ) 07/23/2019 C 253,230 A $ 0 253,230 I Sequoia Capital Global Growth Principals Fund, LP ( 5 ) ( 4 ) Class A Common Stock ( 1 ) 07/23/2019 J 1,425 D $ 0 0 I Denarvor, L.L.C. ( 6 ) Class A Common Stock ( 1 ) 07/23/2019 J 25,226,945 D $ 0 0 I SC US GF V Holdings, Ltd. ( 2 ) Class A Common Stock ( 1 ) 07/23/2019 J 9,713,752 D $ 0 0 I Sequoia Capital U.S. Growth Fund VI, L.P. ( 3 ) Class A Common Stock ( 1 ) 07/23/2019 J 486,555 D $ 0 0 I Sequoia Capital U.S. Growth VI Principals Fund, L.P. ( 3 ) Class A Common Stock ( 1 ) 07/23/2019 J 8,726,574 D $ 0 0 I Sequoia Capital Global Growth Fund, LP ( 5 ) ( 4 ) Class A Common Stock ( 1 ) 07/23/2019 J 253,230 D $ 0 0 I Sequoia Capital Global Growth Principals Fund, LP ( 5 ) ( 4 ) Common Stock ( 1 ) 07/23/2019 J 1,425 A $ 0 1,425 I Denarvor, L.L.C. ( 6 ) Common Stock ( 1 ) 07/23/2019 J 25,226,945 A $ 0 25,226,945 I SC US GF V Holdings, Ltd. ( 2 ) Common Stock ( 1 ) 07/23/2019 J 9,713,752 A $ 0 9,713,752 I Sequoia Capital U.S. Growth Fund VI, L.P. ( 3 ) Common Stock ( 1 ) 07/23/2019 J 486,555 A $ 0 486,555 I Sequoia Capital U.S. Growth VI Principals Fund, L.P. ( 3 ) Common Stock ( 1 ) 07/23/2019 J 8,726,574 A $ 0 8,726,574 I Sequoia Capital Global Growth Fund, LP ( 5 ) ( 4 ) Common Stock ( 1 ) 07/23/2019 J 253,230 A $ 0 253,230 I Sequoia Capital Global Growth Principals Fund, LP ( 5 ) ( 4 )

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 ( 7 ) 07/23/2019 ( 7 ) C 1,638,950 ( 7 ) ( 7 ) Class A Common Stock ( 1 ) 1,638,950 $ 0 0 I SC US GF V Holdings, Ltd. ( 2 ) Series B Convertible Preferred Stock ( 7 ) 07/23/2019 ( 7 ) C 17,622,476 ( 7 ) ( 7 ) Class A Common Stock ( 1 ) 17,622,476 $ 0 0 I SC US GF V Holdings, Ltd. ( 2 ) Series C Convertible Preferred Stock ( 7 ) 07/23/2019 ( 7 ) C 5,965,519 ( 7 ) ( 7 ) Class A Common Stock ( 1 ) 5,965,519 $ 0 0 I SC US GF V Holdings, Ltd. ( 2 ) Series D Convertible Preferred Stock ( 7 ) 07/23/2019 ( 7 ) C 8,858,605 ( 7 ) ( 7 ) Class A Common Stock ( 1 ) 8,858,605 $ 0 0 I Sequoia Capital U.S. Growth Fund VI, L.P. ( 3 ) Series D Convertible Preferred Stock ( 7 ) 07/23/2019 ( 7 ) C 443,721 ( 7 ) ( 7 ) Class A Common Stock ( 1 ) 443,721 $ 0 0 I Sequoia Capital U.S. Growth VI Principals Fund, L.P. ( 3 ) Series E Convertible Preferred Stock ( 7 ) 07/23/2019 ( 7 ) C 855,147 ( 7 ) ( 7 ) Class A Common Stock ( 1 ) 855,147 $ 0 0 I Sequoia Capital U.S. Growth Fund VI, L.P. ( 3 ) Series E Convertible Preferred Stock ( 7 ) 07/23/2019 ( 7 ) C 42,834 ( 7 ) ( 7 ) Class A Common Stock ( 1 ) 42,834 $ 0 0 I Sequoia Capital U.S. Growth VI Principals Fund, L.P. ( 3 ) Series E Convertible Preferred Stock ( 7 ) 07/23/2019 ( 7 ) C 8,726,574 ( 7 ) ( 7 ) Class A Common Stock ( 1 ) 8,726,574 $ 0 0 I Sequoia Capital Global Growth Fund, LP ( 5 ) ( 4 ) Series E Convertible Preferred Stock ( 7 ) 07/23/2019 ( 7 ) C 253,230 ( 7 ) ( 7 ) Class A Common Stock ( 1 ) 253,230 $ 0 0 I Sequoia Capital Global Growth Principals Fund, LP ( 5 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEONE DOUGLAS M 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X X Signatures /s/ Jung Yeon Son, by power of attorney for Douglas Leone 07/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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, each share of Class A Common Stock was reclassified into one share of Common Stock. ( 2 )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. ( 3 )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. ( 4 )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. 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. ( 5 )(continued from footnote 4) 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. ( 6 )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. ( 7 )Prior to the closing of the Issuer's initial public offering, each series of the Issuer's convertible preferred stock automatically converted into Class A Common Stock on a 1:1 basis.

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