Sec Form 4 Filing - SLTA VI (GP), L.L.C. @ Qualtrics International Inc. - 2021-12-06

Insider filing report for Changes in Beneficial Ownership
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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
SLTA VI (GP), 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)
12/06/2021
(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 12/06/2021 P 149,635 A $ 32.7625( 5 ) 1,129,733 I Held through Silver Lake Partners VI DE (AIV), L.P.( 1 )( 4 )
Class A Common Stock 12/06/2021 P 11,958 A $ 32.7625( 5 ) 90,280 I Held through Silver Lake Technology Investors VI, L.P.( 2 )( 4 )
Class A Common Stock 22,518,484 I Held through SLP Quartz Aggregator, L.P.( 3 )( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SLTA VI (GP), L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Silver Lake Group, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Silver Lake Technology Associates VI, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Silver Lake Partners VI DE (AIV), L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Silver Lake Technology Investors VI 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/ Egon Durban, Co-CEO of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C. 12/08/2021
Signature of Reporting Person Date
By: /s/ Egon Durban, Co-CEO of Silver Lake Group, L.L.C. 12/08/2021
Signature of Reporting Person Date
By: /s/ Egon Durban, Co-CEO 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. 12/08/2021
Signature of Reporting Person Date
By: /s/ Egon Durban, Co-CEO 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., general partner of Silver Lake Partners VI DE (AIV), L.P. 12/08/2021
Signature of Reporting Person Date
By: /s/ Egon Durban, Co-CEO 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., general partner of Silver Lake Technology Investors VI, L.P. 12/08/2021
Signature of Reporting Person Date
/s/ Egon Durban 12/08/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents securities held by Silver Lake Partners VI DE (AIV), L.P. ("SLP VI")
( 2 )Represents securities held by Silver Lake Technology Investors VI, L.P. ("SLTI VI")
( 3 )Represents securities held by SLP Quartz Aggregator, L.P. ("SLP Quartz"). SLP VI Aggregator GP, L.L.C. ("SLP VI GP") is the general partner of SLP Quartz.
( 4 )Silver Lake Technology Associates VI, L.P. ("SLTA VI") is the general partner of each of SLP VI and SLTI VI and the managing member of SLP VI GP. SLTA VI (GP), L.L.C. ("SLTA VI GP") is the general partner of SLTA VI. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA VI GP. 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 VI, SLTI VI, SLP Quartz, SLP VI GP, SLTA VI, SLTA VI GP and SLG may be deemed to be a director by deputization of the Issuer.
( 5 )Represents shares of Class A common stock purchased in multiple transactions at prices ranging from $32.17 to $33.00. The price reported is a weighted average price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Class A common stock purchased at each separate price within the range set forth in this footnote.

Remarks:
The Reporting Persons are jointly filing this Form 4 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, or are subject to Section 16 of the Exchange Act, 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).
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