Sec Form 4 Filing - McMurray Bill @ Qualtrics International Inc. - 2021-02-01

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
McMurray Bill
2. Issuer Name and Ticker or Trading Symbol
Qualtrics International Inc. [ XM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Revenue Officer
(Last) (First) (Middle)
333 WEST RIVER PARK DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2021
(Street)
PROVO, UT84604
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 02/01/2021 A 78,981 ( 1 ) A 78,981 D
Class A Common Stock 02/01/2021 A 48,067 ( 2 ) A 127,048 D
Class A Common Stock 02/01/2021 A 333,333 ( 3 ) A 460,381 D
Class A Common Stock 02/01/2021 A 66,667 ( 4 ) A 527,048 D
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
McMurray Bill
333 WEST RIVER PARK DRIVE
PROVO, UT84604
Chief Revenue Officer
Signatures
/s/ Blake Tierney, Attorney-in-Fact 02/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents restricted stock units ("RSUs") with respect to Class A common stock granted to the Reporting Person in exchange for cash-settled restricted stock units with respect to SAP SE stock tendered in the exchange offer in connection with the initial public offering of the Registrant's Class A common stock (the "Exchange Offer"). These RSUs continue to vest in equal annual installments, in accordance with the vesting terms of the original awards that were tendered in the Exchange Offer.
( 2 )Represents RSUs with respect to Class A common stock granted to the Reporting Person in exchange for cash-settled restricted stock units with respect to SAP SE stock tendered in the Exchange Offer. These RSUs continue to vest in equal annual installments, in accordance with the vesting terms of the original awards that were tendered in the Exchange Offer.
( 3 )Represents RSUs granted under the 2021 Qualtrics International Inc. Employee Omnibus Equity Plan (the "2021 Plan"). These RSUs vest 25% on the first anniversary of the grant date and ratably thereafter in 12 equal quarterly installments.
( 4 )Represents RSUs granted under the 2021 Plan. These RSUs vest in 16 equal quarterly installments.

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.