Sec Form 3 Filing - Silver Lake Group, L.L.C. @ Qualtrics International Inc. - 2021-02-01

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

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 Silver Lake Group, L.L.C. 2. Issuer Name and Ticker or Trading Symbol Qualtrics International Inc. [ XM] 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 SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2021 (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 22,518,484 I Held through SLP Quartz Aggregator, L.P. ( 1 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Silver Lake Group , L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X SLTA VI (GP), L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X Silver Lake Technology Associates VI, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X SLP VI Aggregator GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X SLP Quartz Aggregator, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X Durban Egon C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X Signatures By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. 02/11/2021 Signature of Reporting Person Date By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C. 02/11/2021 Signature of Reporting Person Date By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C., general partner of Silver Lake Technology Associates VI, L.P. 02/11/2021 Signature of Reporting Person Date By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C., general partner of Silver Lake Technology Associates VI, L.P., managing member of SLP VI Aggregator GP, L.L.C. 02/11/2021 Signature of Reporting Person Date By: /s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C., GP of Silver Lake Technology Associates VI, L.P., managing member of SLP VI Aggregator GP, L.L.C., GP of SLP Quartz Aggregator, L.P. 02/11/2021 Signature of Reporting Person Date /s/ Egon Durban 02/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is filed by SLP Quartz Aggregator, L.P. ("SLP Quartz"), SLP VI Aggregator GP, L.L.C. ("SLP VI GP"), Silver Lake Technology Associates VI, L.P. ("SLTA VI"), SLTA VI (GP), L.L.C. ("SLTA VI GP"), Silver Lake Group, L.L.C. ("SLG") and Mr. Egon Durban. Mr. Egon Durban serves as a member of the board of directors of Qualtrics International Inc. (the "Issuer") and is Co-CEO and Managing Member of SLG. Each of SLP Quartz, SLP VI GP, SLTA VI, SLTA VI GP and SLG may be deemed to be a director by deputization of the Issuer. Represents securities held by SLP Quartz. SLP VI GP is the general partner of SLP Quartz. SLTA VI is the managing member of SLP VI GP. SLTA VI GP is the general partner of SLTA VI. SLG is the managing member of SLTA VI GP. The Class A Common Stock beneficially owned and reported herein represents approximately 4.4% of the total common stock of the Issuer as of the date of filing.

Remarks: The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

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.