MDLA / Medallia Inc - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38982 MEDALLIA, INC. (Exact name of registrant as specified in its chart

As filed with the Securities and Exchange Commission on November 2, 2021

As filed with the Securities and Exchange Commission on November 2, 2021 Registration No.

FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?) dated as of October 29, 2021, between MEDALLIA, INC., a Delaware corporation (the ?Company?), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the ?Trustee?). RECITALS OF THE COMPANY WHEREAS, the Company and the Trustee are parties to that certain Indenture, dated as

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2021 MEDALLIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38982 77-0558353 (State or other jurisdiction of incorporation) (Commission File Number

Thoma Bravo Completes Acquisition of Medallia

Exhibit 99.1 Thoma Bravo Completes Acquisition of Medallia SAN FRANCISCO, Calif., ? October 29, 2021 ? Thoma Bravo, a leading software investment firm, today announced the completion of its acquisition of Medallia, a global leader in customer and employee experience, in an all-cash transaction valued at $6.4 billion. The acquisition was previously announced on July 26, 2021 and approved by Medalli

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION MEDALLIA, INC. ARTICLE ONE

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION MEDALLIA, INC. ARTICLE ONE The name of the corporation is Medallia, Inc. (the ?Corporation?). ARTICLE TWO The address of the Corporation?s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Com

FORM OF TERMINATION AGREEMENT

Exhibit 10.1 FORM OF TERMINATION AGREEMENT This TERMINATION AGREEMENT (this ?Termination Agreement?) with respect to the Call Option Confirmations (as defined below) is made as of October [?], 2021 between [?] (?Dealer?) and Medallia, Inc. (?Counterparty?), a Delaware corporation. WHEREAS, Counterparty issued $575,000,000 principal amount of 0.125% Convertible Senior Notes due 2024 (the ?Convertib

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2021 MEDALLIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38982 77-0558353 (State or other jurisdiction of incorporation) (Commission File Number

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION MEDALLIA, INC. ARTICLE ONE

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION MEDALLIA, INC. ARTICLE ONE The name of the corporation is Medallia, Inc. (the ?Corporation?). ARTICLE TWO The address of the Corporation?s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Com

BY-LAWS PROJECT METAL MERGER SUB, INC. A Delaware corporation (Adopted as of July 22, 2021) ARTICLE I

Exhibit 3.2 BY-LAWS OF PROJECT METAL MERGER SUB, INC. A Delaware corporation (Adopted as of July 22, 2021) ARTICLE I OFFICES Section 1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, city of Wilmington, Delaware, 19801, County of New Castle. The name of the corporation?s registered agent at such address shall be The Corpo

As filed with the Securities and Exchange Commission on November 2, 2021

As filed with the Securities and Exchange Commission on November 2, 2021 Registration No.

FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?) dated as of October 29, 2021, between MEDALLIA, INC., a Delaware corporation (the ?Company?), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the ?Trustee?). RECITALS OF THE COMPANY WHEREAS, the Company and the Trustee are parties to that certain Indenture, dated as

FORM OF TERMINATION AGREEMENT

Exhibit 10.1 FORM OF TERMINATION AGREEMENT This TERMINATION AGREEMENT (this ?Termination Agreement?) with respect to the Call Option Confirmations (as defined below) is made as of October [?], 2021 between [?] (?Dealer?) and Medallia, Inc. (?Counterparty?), a Delaware corporation. WHEREAS, Counterparty issued $575,000,000 principal amount of 0.125% Convertible Senior Notes due 2024 (the ?Convertib

As filed with the Securities and Exchange Commission on November 2, 2021

As filed with the Securities and Exchange Commission on November 2, 2021 Registration No.

BY-LAWS PROJECT METAL MERGER SUB, INC. A Delaware corporation (Adopted as of July 22, 2021) ARTICLE I

Exhibit 3.2 BY-LAWS OF PROJECT METAL MERGER SUB, INC. A Delaware corporation (Adopted as of July 22, 2021) ARTICLE I OFFICES Section 1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, city of Wilmington, Delaware, 19801, County of New Castle. The name of the corporation?s registered agent at such address shall be The Corpo

Thoma Bravo Completes Acquisition of Medallia

Exhibit 99.1 Thoma Bravo Completes Acquisition of Medallia SAN FRANCISCO, Calif., ? October 29, 2021 ? Thoma Bravo, a leading software investment firm, today announced the completion of its acquisition of Medallia, a global leader in customer and employee experience, in an all-cash transaction valued at $6.4 billion. The acquisition was previously announced on July 26, 2021 and approved by Medalli

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 09, 2021, pursuant to the provisions of Rule 12d2-2 (a).

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2021 MEDALLIA, INC.

Medallia Shareholders Approve Acquisition by Thoma Bravo

Exhibit 99.1 Medallia Shareholders Approve Acquisition by Thoma Bravo SAN FRANCISCO, Calif., ? October 14, 2021 ? Medallia, Inc. (NYSE: MDLA) (?Medallia?), a global leader in customer and employee experience, today announced that its shareholders voted to approve the acquisition of Medallia by Thoma Bravo, a leading software investment firm. ?Shareholder approval is an important milestone in our t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A ? PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2021 MEDALLIA, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2021 MEDALLIA, INC.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2021 MEDALLIA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2021 MEDALLIA, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2021 MEDALLIA, INC.

Medallia Announces Expiration of “Go-Shop” Period Acquisition by Thoma Bravo Expected to Close in 2021

Exhibit 99.1 Medallia Announces Expiration of ?Go-Shop? Period Acquisition by Thoma Bravo Expected to Close in 2021 SAN FRANCISCO, Calif., ? September 7, 2021 ? Medallia, Inc. (NYSE: MDLA) (?Medallia?), the global leader in customer and employee experience, today announced the expiration of the 40-day ?go-shop? period under the terms of the previously announced merger agreement pursuant to which T

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2021 MEDALLIA, INC.

Medallia Announces Expiration of “Go-Shop” Period Acquisition by Thoma Bravo Expected to Close in 2021

Exhibit 99.1 Medallia Announces Expiration of ?Go-Shop? Period Acquisition by Thoma Bravo Expected to Close in 2021 SAN FRANCISCO, Calif., ? September 7, 2021 ? Medallia, Inc. (NYSE: MDLA) (?Medallia?), the global leader in customer and employee experience, today announced the expiration of the 40-day ?go-shop? period under the terms of the previously announced merger agreement pursuant to which T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)_______________________________________________________________________________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38982 MEDALLIA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A ? PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ??

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2021 MEDALLIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38982 77-0558353 (State or other jurisdiction of incorporation) (Commission File N

Medallia Reports Record Second Quarter Fiscal 2022 Revenue

Exhibit 99.1 Medallia Reports Record Second Quarter Fiscal 2022 Revenue ?Q2 Subscription Revenue of $117.4 Million, up 26% Year-over-Year ?Q2 Total Revenue of $144.1 Million, up 25% Year-over-Year SAN FRANCISCO-(BUSINESS WIRE)-September 2, 2021-Medallia, Inc. (NYSE: MDLA), the global leader in customer and employee experience, today announced financial results for the quarter ended July 31, 2021.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

Agreement and Plan of Merger, dated July 25, 2021, among Project Metal Parent, LLC, Project Metal Merger Sub, Inc. and Medallia, Inc.*

Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER between PROJECT METAL PARENT, LLC, PROJECT METAL MERGER SUB, INC. and MEDALLIA, INC. Dated July 25, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 18 1.3 Certain Interpretations 20 1.4 Company Disclosure Letter 23 ARTICLE II THE MERGER 24 2.1 The Merger 24 2.2 The Eff

Form of Voting Agreement, dated as of July 25, 2021, by and among Project Metal Parent, LLC, Medallia, Inc. and certain stockholders of Medallia, Inc.

Exhibit 10.1 VOTING AGREEMENT This Voting Agreement (this ?Agreement?) is made and entered into as of July 25, 2021 (the ?Agreement Date?), by and among Project Metal Parent, LLC, a Delaware limited liability company (?Parent?), Medallia, Inc., a Delaware corporation (the ?Company?), and the stockholders of the Company listed on Schedule A and the signature pages hereto (each, a ?Stockholder? and,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2021 MEDALLIA, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2021 MEDALLIA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

Medallia to be Acquired by Thoma Bravo for $6.4 Billion Medallia Shareholders to Receive $34.00 Per Share in Cash

Exhibit 99.1 Medallia to be Acquired by Thoma Bravo for $6.4 Billion Medallia Shareholders to Receive $34.00 Per Share in Cash SAN FRANCISCO, Calif., ? July 26, 2021 ? Medallia, Inc. (NYSE: MDLA) (?Medallia?), the global leader in customer and employee experience, today announced that it has entered into a definitive agreement to be acquired by Thoma Bravo, a leading software investment firm, in a

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2021 MEDALLIA, INC.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2021 MEDALLIA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2021 MEDALLIA, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2021 MEDALLIA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2021 MEDALLIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38982 77-0558353 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One)_______________________________________________________________________________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38982 MEDALLIA, INC.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2021 MEDALLIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38982 77-0558353 (State or other jurisdiction of incorporation) (Commission File Number

Medallia Reports Record First Quarter Fiscal 2022 Revenue

Exhibit 99.1 Medallia Reports Record First Quarter Fiscal 2022 Revenue ?Q1 Subscription Revenue of $106.1 Million, up 19% Year-over-Year ?Q1 Total Revenue of $131.4 Million, up 17% Year-over-Year SAN FRANCISCO-(BUSINESS WIRE)-June 1, 2021-Medallia, Inc. (NYSE: MDLA), the global leader in customer and employee experience, today announced financial results for the quarter ended April 30, 2021. ?I?m

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Subsidiaries of Medallia Inc.

Exhibit 21.1 SUBSIDIARIES OF MEDALLIA, INC. Name of Subsidiary Jurisdiction of Incorporation or Organization CheckMarket BV Belgium CoolaData Ltd. Israel Crowdicity Limited England and Wales Decibel GmbH Germany Decibel Group London Limited England and Wales Decibel Insight, Inc. Delaware Decibel Insight Limited England and Wales Decibel Insight Spain SL Spain Living Lens Enterprise Inc. Delaware

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission File Number: 001-38982 Medallia, Inc.

Description of Company’s Securities

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK The following is a summary of information concerning the capital stock of Medallia, Inc. (?us,? ?our,? ?we? or the ?Company?) and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws. This summary does not purport to be complete and does not contain all the information that may be important to you. This

Letter Agreement between the registrant and Elizabeth Carducci, dated December 20, 2020.

Date: December 21, 2020 Dear Elizabeth Carducci, It is our great pleasure to congratulate you on your promotion to EVP, Chief Revenue Officer.

- S-8

As filed with the Securities and Exchange Commission on March 22, 2021 Registration No.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 12, 2021 Date of Report (date of earliest event reported) Medallia Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38982 77-0558353 (State or other jurisdiction of incorporation) (Commission File Number

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 MARCH 4, 2021 Date of Report (date of earliest event reported) MEDALLIA, INC. (Exact name of Registrant as specified in its charter) Delaware 001-38982 77-0558353 (State or other jurisdiction of incorporation) (Commission File Number

Medallia Reports Record Fourth Quarter Fiscal 2021 Revenue

Exhibit 99.1 Medallia Reports Record Fourth Quarter Fiscal 2021 Revenue Fiscal Year 2021 Subscription Revenue of $382.6 Million, up 23% Year-over-Year; Fiscal Year 2021 Total Revenue of $477.2 Million, up 19% Year-over-Year Q4 Subscription Revenue of $103.8 Million, Up 20% Year-over-Year; Q4 Total Revenue of $128.0 Million, up 16% Year-over-Year SAN FRANCISCO-(BUSINESS WIRE)-March 4, 2021-Medallia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* MEDALLIA, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities)

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* MEDALLIA, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 584021 109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38982 Medallia, Inc.

Medallia Reports Record Third Quarter Fiscal 2021 Revenue

Exhibit 99.1 Medallia Reports Record Third Quarter Fiscal 2021 Revenue Q3 Subscription Revenue of $96.9 Million, Up 22% Year-over-Year Q3 Total Revenue of $121.0 Million, Up 17% Year-over-Year SAN FRANCISCO-(BUSINESS WIRE)-December 3, 2020-Medallia, Inc. (NYSE: MDLA), the global leader in experience management, today announced financial results for the quarter ended October 31, 2020. “I was very p

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - MEDALLIA, INC. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 3, 2020 Date of Report (date of earliest event reported) MEDALLIA, INC. (Exact name of Registrant as specified in its charter) Delaware 001-38982 77-0558353 (State or other jurisdiction of incorporation) (Commission File Num

Form of Capped Call Confirmation.

EX-10.2 Exhibit 10.2 []1 To: Medallia, Inc. 575 Market Street, Suite 1850 San Francisco, California 94105 Attention: [] Telephone No.: [] From: [] Re: [Base]3[Additional]4 Capped Call Transaction Ref. No: []5 Date: [], 2020 Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on

Indenture, dated September 18, 2020, between Medallia, Inc. and U.S. Bank National Association.

EX-4.1 Exhibit 4.1 EXECUTION VERSION MEDALLIA, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 18, 2020 0.125% Convertible Senior Notes due 2025 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 14 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and

-2-

EX-99.2 Exhibit 99.2 Medallia Announces Pricing of Offering of $500 Million of Convertible Senior Notes SAN FRANCISCO, Calif. – September 15, 2020 – Medallia, Inc. (“Medallia”) (NYSE:MDLA) today announced the pricing of $500 million aggregate principal amount of Convertible Senior Notes due 2025 (the “notes”) in a private offering (the “offering”) to persons reasonably believed to be qualified ins

Purchase Agreement, dated September 15, 2020, by and among Medallia, Inc. and BofA Securities, Inc., Citigroup Global Markets Inc., Wells Fargo Securities, LLC and KeyBanc Capital Markets Inc., as representatives of the initial purchasers named therein.

EX-10.1 Exhibit 10.1 MEDALLIA, INC. (a Delaware corporation) $500,000,000 0.125% CONVERTIBLE SENIOR NOTES DUE 2025 PURCHASE AGREEMENT Dated: September 15, 2020 MEDALIA, INC. (a Delaware corporation) $500,000,000 0.125% CONVERTIBLE SENIOR NOTES DUE 2025 PURCHASE AGREEMENT September 15, 2020 BofA Securities, Inc. Citigroup Global Markets Inc. Wells Fargo Securities, LLC KeyBanc Capital Markets Inc.

Medallia Announces Private Offering of $500 Million of Convertible Senior Notes

EX-99.1 Exhibit 99.1 Medallia Announces Private Offering of $500 Million of Convertible Senior Notes SAN FRANCISCO, Calif. – September 15, 2020 —Medallia, Inc. (“Medallia”) (NYSE: MDLA) today announced its intention to offer, subject to market conditions and other factors, $500 million aggregate principal amount of Convertible Senior Notes due 2025 (the “notes”) in a private offering (the “offerin

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 15, 2020 Date of Report (date of earliest event reported) MEDALLIA, INC. (Exact name of Registrant as specified in its charter) Delaware 001-38982 77-0558353 (State or other jurisdiction of incorporation) (Commission Fi

Agreement and Plan of Merger, by and among Medallia, Inc., Steely Merger Sub, Inc., StellaService Inc. and Shareholder Representative Services LLC, dated September 1, 2020

EXECUTION VERSION Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG MEDALLIA, INC. STEELY MERGER SUB, INC., STELLASERVICE INC., AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS REPRESENTATIVE DATED AS OF SEPTEMBER 1, 2020 TABLE OF CONTENTS Article I THE MERGER 2 1.1 The Merger 2 1.2 The Closing 2 1.3 Organizational Documents of the Surviving Corporation 4 1.4 Directors and Officers of the Survi

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38982 Medallia, Inc.

Credit Agreement, dated as of September 4, 2020, by and among Medallia, Inc., as borrower, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender

Exhibit 10.1 Execution Version $50,000,000 CREDIT AGREEMENT dated as of September 4, 2020, by and among MEDALLIA, INC., as Borrower, the Lenders referred to herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Lender WELLS FARGO BANK, NATIONAL ASSOCIATION, as Sole Lead Arranger and Sole Bookrunner Table of Contents Page ARTICLE I Def

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 1, 2020 Date of Report (date of earliest event reported) MEDALLIA, INC. (Exact name of Registrant as specified in its charter) Delaware 001-38982 77-0558353 (State or other jurisdiction of incorporation) (Commission File Nu

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - MEDALLIA, INC. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 3, 2020 Date of Report (date of earliest event reported) MEDALLIA, INC. (Exact name of Registrant as specified in its charter) Delaware 001-38982 77-0558353 (State or other jurisdiction of incorporation) (Commission File Nu

Medallia Reports Record Second Quarter Fiscal 2021 Revenue

Exhibit 99.1 Medallia Reports Record Second Quarter Fiscal 2021 Revenue Q2 Subscription Revenue of $92.8 Million, Up 25% Year-over-Year Q2 Total Revenue of $115.5 Million, Up 21% Year-over-Year SAN FRANCISCO-(BUSINESS WIRE)-September 3, 2020-Medallia, Inc. (NYSE: MDLA), the global leader in experience management, today announced financial results for the quarter ended July 31, 2020. “We posted str

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 22, 2020 Date of Report (date of earliest event reported) MEDALLIA, INC. (Exact name of Registrant as specified in its charter) Delaware 001-38982 77-0558353 (State or other jurisdiction of incorporation) (Commission File Number

Transformational Business Leader James D. White Joins Medallia Board of Directors

Exhibit 99.1 Transformational Business Leader James D. White Joins Medallia Board of Directors SAN FRANCISCO, Calif. - Jun. 22, 2020 - Medallia, Inc. (NYSE: MDLA), the global leader in experience management today announced the appointment of James D. White, a seasoned business leader, to its board of directors. “Over my 30-years as a CEO and operating executive, I have realized the importance of e

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38982 Medallia, Inc.

First Amendment by and between Market Center Owner, LP and Medallia, Inc., dated as of February 10, 2020

Exhibit 10.1 FIRST AMENDMENT THIS FIRST AMENDMENT (this "Amendment") is made and entered into as of February 10, 2020, by and between MARKET CENTER OWNER, LP, a Delaware limited partnership ("Landlord"), and MEDALLIA, INC., a Delaware corporation ("Tenant"). RECITALS A.Landlord (as successor to BRE Market Street Property Owner, LLC) and Tenant are parties to that certain Office Lease dated March 2

Medallia Reports Record Revenue in First Quarter Fiscal 2021

Exhibit 99.1 Medallia Reports Record Revenue in First Quarter Fiscal 2021 Q1 Total Revenue of $112.7 Million, Up 20% Year-over-Year Q1 Subscription Revenue of $89.0 Million, Up 24% Year-over-Year Generated Operating Cash Flow of $23.1 Million in Q1 SAN FRANCISCO-(BUSINESS WIRE)-June 2, 2020-Medallia, Inc. (NYSE: MDLA), the global leader in experience management, today announced financial results f

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 2, 2020 Date of Report (date of earliest event reported) MEDALLIA, INC. (Exact name of Registrant as specified in its charter) Delaware 001-38982 77-0558353 (State or other jurisdiction of incorporation) (Commission File Number)

Amended and Restated Bylaws

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF MEDALLIA, INC. (As Amended and Restated on May 29, 2020) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS’ MEETINGS 6 2.6 QUORUM 6 2.7 ADJOUR

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 29, 2020 Date of Report (date of earliest event reported) MEDALLIA, INC. (Exact name of Registrant as specified in its charter) Delaware 001-38982 77-0558353 (State or other jurisdiction of incorporation) (Commission File Number)

MDLA / Medallia, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

MDLA / Medallia, Inc. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

MDLA / Medallia, Inc. S-8 - - S-8

filed with the Securities and Exchange Commission on March 19, 2020 Registration No.

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission File Number: 001-38982 Medallia, Inc.

Description of Company’s Securities

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK The following is a summary of information concerning the capital stock of Medallia, Inc. (“us,” “our,” “we” or the “Company”) and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws. This summary does not purport to be complete and does not contain all the information that may be important to you. This

List of Subsidiaries of the registrant.

Exhibit 21.1 SUBSIDIARIES OF MEDALLIA, INC. Name of Subsidiary Jurisdiction of Incorporation or Organization Cooladata Ltd. Israel Crowdicity Limited England and Wales Living Lens Enterprise Inc. Delaware Living Lens Enterprise Limited England and Wales MEDACX, S. de R.L. de C.V. Mexico Medallia Australia Pty. Ltd. Australia Medallia Brasil Tecnologia e Consultoria Ltda. Brazil Medallia B.V. Nethe

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 12, 2020 Date of Report (date of earliest event reported) MEDALLIA, INC. (Exact name of Registrant as specified in its charter) Delaware 001-38982 77-0558353 (State or other jurisdiction of incorporation) (Commission File Numbe

Medallia Reports Record Fourth Quarter Fiscal 2020 Financial Results

Medallia Reports Record Fourth Quarter Fiscal 2020 Financial Results •Fiscal Year 2020 Total Revenue of $402.

MDLA / Medallia, Inc. / Hald Borge - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* MEDALLIA, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 584021 109 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

JOINT FILING AGREEMENT

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT This joint filing agreement (this “Agreement”) is made and entered into as of February 12, 2020, by and between Borge Hald and Amy Pressman. The parties to this Agreement agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Schedule 13D or Schedule 13G, and any and all amendments thereto, and any other doc

MDLA / Medallia, Inc. / SC US GF V Holdings, Ltd. - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* MEDALLIA, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 584021109 (CUSIP Number) Decemb

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission File Number: 001-38982 Medallia, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 5, 2019 Date of Report (date of earliest event reported) MEDALLIA, INC. (Exact name of Registrant as specified in its charter) Delaware 001-38982 77-0558353 (State or other jurisdiction of incorporation) (Commission File Num

Medallia Reports Record Third Quarter Fiscal 2020 Financial Results

Exhibit 99.1 Medallia Reports Record Third Quarter Fiscal 2020 Financial Results Record Total Revenue of $103.1 Million, Up 27% Year-over-Year Record Subscription Revenue of $79.7 Million, Up 26% Year-over-Year SAN FRANCISCO-(BUSINESS WIRE)-December 5, 2019-Medallia Inc. (NYSE: MDLA), the global leader in experience management, today announced financial results for the quarter ended October 31, 20

Completion of Acquisition or Disposition of Assets

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 23, 2019 Date of Report (date of earliest event reported) MEDALLIA, INC. (Exact name of Registrant as specified in its charter) Delaware 001-38982 77-0558353 (State or other jurisdiction of incorporation) (Commission Fi

Common Stock Purchase Agreement between the Registrant and SCGE Fund, L.P., dated as of July 18, 2019.

Exhibit 10.13 MEDALLIA, INC. COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of July 18, 2019, by and among Medallia, Inc., a Delaware corporation (the “Company”) and SCGE Fund, L.P., a Cayman Islands exempted limited partnership (the “Investor”). THE PARTIES HEREBY AGREE AS FOLLOWS: 1.Purchase and Sale of Stock. 1.1Sale and Issuance of Common Stoc

MDLA / Medallia, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission File Number: 001-38982 Medallia, Inc.

Amended and Restated Bylaws of the registrant.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MEDALLIA, INC. (Adopted on June 27, 2019) (Effective upon the effectiveness of the registration statement for the Corporation’s initial public offering) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING

Amended and Restated Certificate of Incorporation of the registrant.

Exhibit 3.1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF "MEDALLIA, INC.", FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF JULY, A.D. 2019, AT 8:03 O`CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. State

Medallia Reports Record Second Quarter Fiscal 2020 Financial Results

Exhibit 99.1 Medallia Reports Record Second Quarter Fiscal 2020 Financial Results Record Total Revenue of $95.7 Million, Up 27% Year-over-Year Record Subscription Revenue of $74.5 Million, Up 24% Year-over-Year SAN FRANCISCO-(BUSINESS WIRE)-September 5, 2019-Medallia Inc. (NYSE: MDLA), the global leader in experience management, today announced financial results for the quarter ended July 31, 2019

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 5, 2019 Date of Report (date of earliest event reported) MEDALLIA, INC. (Exact name of Registrant as specified in its charter) Delaware 001-38982 77-0558353 (State or other jurisdiction of incorporation) (Commission File Nu

15,500,000 Shares Common Stock

424B4 Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-232271 Registration No. 333-232713 15,500,000 Shares Common Stock This is an initial public offering of shares of common stock of Medallia, Inc. We are selling 14,325,000 shares of our common stock. The selling stockholders identified in this prospectus are selling an additional 1,175,000 shares of common stock. We will

MDLA / Medallia, Inc. S-8 - - S-8

S-8 As filed with the Securities and Exchange Commission on July 19, 2019 Registration No.

As filed with the Securities and Exchange Commission on July 18, 2019.

As filed with the Securities and Exchange Commission on July 18, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Medallia, Inc. (Exact name of registrant as specified in its charter) Delaware 7370 77-0558353 (State or other jurisdiction of incorporation or organization) (Primary Sta

MDLA / Medallia, Inc. CORRESP - -

Underwriter Acceleration Request July 16, 2019 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

MDLA / Medallia, Inc. CORRESP - -

Company Acceleration Request July 16, 2019 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Kathleen Collins Rebekah Lindsey Barbara C. Jacobs Matthew Crispino Re: Medallia, Inc. Registration Statement on Form S-1 File No. 333-232271 Acceleration Request Requested Date: July 18, 2019 Requested Time: 4:00 P.M. Eas

Registration Statement on Form 8-A (File No. 001-38982) filed with the Commission on July 15,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MEDALLIA, INC. (Exact name of registrant as specified in its charter) Delaware 77-0558353 (State of incorporation or organization) (I.R.S. Employer Identification No.) 575 Market Street, Suite 1850

Amended and Restated Investor Rights Agreement by and among the registrant and certain holders of its capital stock, dated as of February 25, 2019, as amended.

Exhibit 4.2 MEDALLIA, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the ?Agreement?) is entered into as of February 25, 2019, by and among MEDALLIA, INC., a Delaware corporation (the ?Company?), the Founders (as defined below), and the investors listed on EXHIBIT A hereto, referred to hereinafter as the ?Investors? and each individually as

Letter Agreement between the registrant and Mikael Ottosson, dated June 27, 2019

Exhibit 10.15 June 27, 2019 Mr. Mikael Ottosson c/o Medallia, Inc. 575 Market Street, Suite 1850 San Francisco, California 94105 Dear Mr. Ottosson: This letter agreement (the ?Agreement?) is entered into between Mikael Ottosson (?you?) and Medallia, Inc. (the ?Company? or ?we?), effective as of June 27, 2019 (the ?Effective Date?), to confirm the terms and conditions of your employment with the Co

Letter Agreement between the registrant and Leslie Stretch, dated June 27, 2019.

Exhibit 10.12 June 27, 2019 Mr. Leslie Stretch c/o Medallia, Inc. 575 Market Street, Suite 1850 San Francisco, California 94105 Dear Mr. Stretch: This letter agreement (the ?Agreement?) is entered into between Leslie Stretch (?you?) and Medallia, Inc. (the ?Company? or ?we?), effective as of June 27, 2019 (the ?Effective Date?), to confirm the terms and conditions of your employment with the Compa

Amended and Restated 2019 Employee Stock Purchase Plan and related form agreements.

Exhibit 10.3 MEDALLIA, INC. AMENDED AND RESTATED 2019 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an ?employee stock purchase plan?

Letter Agreement between the registrant and Roxanne Oulman, dated June 27, 2019

Exhibit 10.13 June 27, 2019 Ms. Roxanne Oulman c/o Medallia, Inc. 575 Market Street, Suite 1850 San Francisco, California 94105 Dear Ms. Oulman: This letter agreement (the ?Agreement?) is entered into between Roxanne Oulman (?you?) and Medallia, Inc. (the ?Company? or ?we?), effective as of June 27, 2019 (the ?Effective Date?), to confirm the terms and conditions of your employment with the Compan

As filed with the Securities and Exchange Commission on July 8, 2019.

Table of Contents As filed with the Securities and Exchange Commission on July 8, 2019.

Form of Underwriting Agreement.

Exhibit 1.1 MEDALLIA, INC. (a Delaware corporation) [?] Shares of Common Stock UNDERWRITING AGREEMENT Dated: [?], 2019 MEDALLIA, INC. (a Delaware corporation) [?] Shares of Common Stock UNDERWRITING AGREEMENT [?], 2019 BofA Securities, Inc. Citigroup Global Markets Inc. Wells Fargo Securities, LLC as Representatives of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New York, Ne

Letter Agreement between the registrant and Borge Hald, dated June 27, 2019.

Exhibit 10.14 June 27, 2019 Mr. Borge Hald c/o Medallia, Inc. 575 Market Street, Suite 1850 San Francisco, California 94105 Dear Mr. Hald: This letter agreement (the ?Agreement?) is entered into between Borge Hald (?you?) and Medallia, Inc. (the ?Company? or ?we?), effective as of June 27, 2019 (the ?Effective Date?), to confirm the terms and conditions of your employment with the Company as of th

Outside Director Compensation Policy.

Exhibit 10.6 MEDALLIA, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Adopted and approved June 27, 2019 Medallia, Inc. (the ?Company?) believes that providing cash and equity compensation to members of its Board of Directors (the ?Board,? and members of the Board, the ?Directors?) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the ?Outside Di

Form of Common Stock Purchase Agreement.

Exhibit 10.11 MEDALLIA, INC. COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT (the ?Agreement?) is made as of [ ], 2019, by and among Medallia, Inc., a Delaware corporation (the ?Company?) and SCGE Fund, L.P., a Cayman Islands exempted limited partnership (the ?Investor?). THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Purchase and Sale of Stock. 1.1 Sale and Issuance of Common Stock.

Change in Control and Severance Policy and related form agreements

Exhibit 10.7 MEDALLIA, INC. CHANGE IN CONTROL AND SEVERANCE POLICY (Adopted on May 24, 2019; Effective as of May 24, 2019) This Change in Control and Severance Policy (the ?Policy?) is designed to provide certain protections to a select group of designated key employees of Medallia, Inc. (?Medallia? or the ?Company?) or any of its subsidiaries if their employment is involuntarily terminated under

Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MEDALLIA, INC. Leslie Stretch hereby certifies that: 1. The date of filing the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was December 2, 2009. 2. He is the duly elected and acting Chief Executive Officer of Medallia, Inc., a Delaware corporation. 3. This Amended and

2019 Employee Stock Purchase Plan and related form agreements.

Exhibit 10.3 MEDALLIA, INC. 2019 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an ?employee stock purchase plan? under Section 423 of

Executive Incentive Compensation Plan.

Exhibit 10.10 MEDALLIA, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN 1. Purposes of the Plan. The Plan is intended to increase shareholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities and (b) achieve the Company?s objectives. 2. Definitions. (a) ?Actual Award? means as to any Performance Period, the actual award (if any) payable to a Part

MDLA / Medallia, Inc. CORRESP - -

CORRESP CONFIDENTIAL TREATMENT REQUESTED BY MEDALLIA, INC.: MDLA-002 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK

MDLA / Medallia, Inc. CORRESP - -

CORRESP June 28, 2019 Via EDGAR and Overnight Delivery U.S. Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Kathleen Collins Rebekah Lindsey Barbara C. Jacobs Matthew Crispino Re: Medallia, Inc. Registration Statement on Form S-1 Filed June 21, 2019 File No. 333-232271 Ladies and

Form of common stock certificate of the Registrant.

Exhibit 4.1 MD INCORPORATED UNDER THE CUSIP 584021 10 9 LAWS OF THE STATE SEE REVERSE FOR CERTAIN OF DELAWARE DEFINITIONS AND LEGENDS This certifies that BY: AMERICAN COUNTERSIGNED is the record holder of STOCK AND FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF (BROOKLYN, MEDALLIA, INC. transferable on the books of the corporation in person or by duly authorize

As filed with the Securities and Exchange Commission on June 28, 2019.

Table of Contents As filed with the Securities and Exchange Commission on June 28, 2019.

2019 Equity Incentive Plan and related form agreements.

Exhibit 10.2 MEDALLIA, INC. 2019 EQUITY INCENTIVE PLAN (Adopted on June 27, 2019; Effective as of one business day immediately prior to the Registration Date) 1. Purposes of the Plan 2 2. Shares Subject to the Plan 2 3. Administration of the Plan 3 4. Stock Options 5 5. Restricted Stock 7 6. Restricted Stock Units 8 7. Stock Appreciation Rights 8 8. Performance Stock Units and Performance Shares 9

Plain English Warrant Agreement between the Registrant and TriplePoint Venture Growth BDC Corp., dated as of November 13, 2014.

Exhibit 4.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the ?1933 ACT?), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGIS

Amended and Restated Investor Rights Agreement by and among the Registrant and certain holders of its capital stock, dated as of February 25, 2019.

Exhibit 4.2 MEDALLIA, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the ?Agreement?) is entered into as of February 25, 2019, by and among MEDALLIA, INC., a Delaware corporation (the ?Company?), the Founders (as defined below), and the investors listed on EXHIBIT A hereto, referred to hereinafter as the ?Investors? and each individually as

Form of Indemnification Agreement between the registrant and each of its directors and executive officers

Exhibit 10.1 MEDALLIA, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is dated as of [insert date], and is between Medallia, Inc., a Delaware corporation (the ?Company?), and [insert name] (?Indemnitee?). RECITALS A. Indemnitee?s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of corporation

2017 Equity Incentive Plan, as amended, and related form agreements.

Exhibit 10.4 MEDALLIA, INC. 2017 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: December 12, 2017 APPROVED BY THE STOCKHOLDERS: February 14, 2018 AMENDED BY THE BOARD: MARCH 7, 2018 AMENDED BY THE BOARD: JUNE 14, 2018 AMENDED BY THE BOARD: AUGUST 23, 2018 AMENDED BY THE BOARD: NOVEMBER 14, 2018 AMENDED BY THE BOARD: MARCH 14, 2019 AMENDED BY THE BOARD: MAY 24, 2019 TERMINATION DATE: Dece

Form of Amended and Restated Bylaws of the Registrant, to be in effect upon the completion of this offering.

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF MEDALLIA, INC. (Adopted on [ ], 2019) (Effective upon the effectiveness of the registration statement for the Corporation?s initial public offering) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.

Form of Amended and Restated Certificate of Incorporation of the Registrant, to be in effect upon the completion of this offering.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MEDALLIA, INC. a Delaware corporation Medallia, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: A. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 2, 2009. B. Thi

2008 Equity Incentive Plan, as amended, and related form agreements.

Exhibit 10.5 MEDALLIA, INC. 2008 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: FEBRUARY 13, 2008 APPROVED BY THE STOCKHOLDERS: FEBRUARY 13, 2008 AMENDED BY THE BOARD: SEPTEMBER 1, 2010 AMENDED BY THE BOARD: MARCH 3, 2011 APPROVED BY THE STOCKHOLDERS: AUGUST 22, 2011 AMENDED BY THE BOARD: SEPTEMBER 5, 2012 APPROVED BY THE STOCKHOLDERS: SEPTEMBER 5, 2012 AMENDED BY THE BOARD: NOVEMBER 27,

Warrant to Purchase Class A Common Stock between the Registrant and Silicon Valley Bank, dated as of April 10, 2013.

Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, S

Office Lease between the registrant and BRE Market Street Property Owner LLC, dated as of March 21, 2019.

Exhibit 10.8 OFFICE LEASE This Office Lease (this ?Lease?), dated as of the date set forth in Section 1.1, is made by and between BRE MARKET STREET PROPERTY OWNER LLC, a Delaware limited liability (?Landlord?), and MEDALLIA, INC., a Delaware corporation (?Tenant?). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Work Letter); Exhib

Power of Attorney (included on the signature page of this registration statement).

Table of Contents As filed with the Securities and Exchange Commission on June 21, 2019.

Amended and Restated Bylaws of the Registrant, as currently in effect.

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF MEDALLIA, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS? MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meeting 1 Section 6. Special Meetings 3 Section 7. Notice of Meetings 4 Se

Second Amended and Restated Loan and Security Agreement Credit Agreement, as amended, between the registrant and Silicon Valley Bank, dated as of September 7, 2016.

Exhibit 10.9 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this ?Agreement?) dated as of September 7, 2016 (the ?Effective Date?) between SILICON VALLEY BANK, a California corporation with a loan production office located at 2400 Hanover Street, Palo Alto, CA 94304 (?Bank?), and MEDALLIA, INC., a Delaware corporation with offi

MDLA / Medallia, Inc. CORRESP - -

CORRESP June 21, 2019 Via EDGAR and Overnight Delivery U.S. Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Kathleen Collins Rebekah Lindsey Barbara C. Jacobs Matthew Crispino Re: Medallia, Inc. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted June 6, 2019 CI

List of subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF MEDALLIA, INC. Name of Subsidiary Jurisdiction of Incorporation or Organization Cooladata Ltd. Israel MEDACX, S. de R.L. de C.V. Mexico Medallia Australia Pty. Ltd. Australia Medallia Brasil Consultoria De Vendas Ltda. Brazil Medallia B.V. Netherlands Medallia Canada Inc. Canada Medallia Digital Ltd. Israel Medallia France SARL France Medallia GmbH Germany Medallia Hol

SUBSIDIARIES OF MEDALLIA, INC. Name of Subsidiary Jurisdiction of Incorporation or Organization MEDACX, S. de R.L. de C.V. Mexico Medallia Australia Pty. Ltd. Australia Medallia Brasil Consultoria De Vendas Ltda. Brazil Medallia B.V. Netherlands Meda

Exhibit 21.1 SUBSIDIARIES OF MEDALLIA, INC. Name of Subsidiary Jurisdiction of Incorporation or Organization MEDACX, S. de R.L. de C.V. Mexico Medallia Australia Pty. Ltd. Australia Medallia Brasil Consultoria De Vendas Ltda. Brazil Medallia B.V. Netherlands Medallia Canada Inc. Canada Medallia Digital Ltd. Israel Medallia France SARL France Medallia GmbH Germany Medallia Holdings, LLC Delaware Me

As confidentially submitted to the Securities and Exchange Commission on June 6, 2019. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential

Table of Contents Index to Financial Statements As confidentially submitted to the Securities and Exchange Commission on June 6, 2019.

MDLA / Medallia, Inc. DRSLTR - -

DRSLTR June 6, 2019 Via EDGAR and Overnight Delivery U.S. Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Kathleen Collins Rebekah Lindsey Barbara C. Jacobs Matthew Crispino Re: Medallia, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted May 16, 2019 CIK

As confidentially submitted to the Securities and Exchange Commission on May 15, 2019. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential

Table of Contents As confidentially submitted to the Securities and Exchange Commission on May 15, 2019.

MDLA / Medallia, Inc. DRSLTR - -

DRS Letter CONFIDENTIAL TREATMENT REQUESTED BY MEDALLIA, INC.: MDLA-001 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MA

MEDALLIA, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Exhibit 4.2 MEDALLIA, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the ?Agreement?) is entered into as of February 25, 2019, by and among MEDALLIA, INC., a Delaware corporation (the ?Company?), the Founders (as defined below), and the investors listed on EXHIBIT A hereto, referred to hereinafter as the ?Investors? and each individually as

MEDALLIA, INC. 2008 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: FEBRUARY 13, 2008 APPROVED BY THE STOCKHOLDERS: FEBRUARY 13, 2008 AMENDED BY THE BOARD: SEPTEMBER 1, 2010 AMENDED BY THE BOARD: MARCH 3, 2011 APPROVED BY THE STOCKHOLDERS: A

Exhibit 10.5 MEDALLIA, INC. 2008 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: FEBRUARY 13, 2008 APPROVED BY THE STOCKHOLDERS: FEBRUARY 13, 2008 AMENDED BY THE BOARD: SEPTEMBER 1, 2010 AMENDED BY THE BOARD: MARCH 3, 2011 APPROVED BY THE STOCKHOLDERS: AUGUST 22, 2011 AMENDED BY THE BOARD: SEPTEMBER 5, 2012 APPROVED BY THE STOCKHOLDERS: SEPTEMBER 5, 2012 AMENDED BY THE BOARD: NOVEMBER 27,

WARRANT TO PURCHASE CLASS A COMMON STOCK

Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, S

SUBSIDIARIES OF MEDALLIA, INC. Name of Subsidiary Jurisdiction of Incorporation or Organization MEDACX, S. de R.L. de C.V. Mexico Medallia Australia Pty. Ltd. Australia Medallia Brasil Consultoria De Vendas Ltda. Brazil Medallia B.V. Netherlands Meda

Exhibit 21.1 SUBSIDIARIES OF MEDALLIA, INC. Name of Subsidiary Jurisdiction of Incorporation or Organization MEDACX, S. de R.L. de C.V. Mexico Medallia Australia Pty. Ltd. Australia Medallia Brasil Consultoria De Vendas Ltda. Brazil Medallia B.V. Netherlands Medallia Canada Inc. Canada Medallia Digital Ltd. Israel Medallia France SARL France Medallia GmbH Germany Medallia Holdings, LLC Delaware Me

OFFICE LEASE

Exhibit 10.7 OFFICE LEASE This Office Lease (this ?Lease?), dated as of the date set forth in Section 1.1, is made by and between BRE MARKET STREET PROPERTY OWNER LLC, a Delaware limited liability (?Landlord?), and MEDALLIA, INC., a Delaware corporation (?Tenant?). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Work Letter); Exhib

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Exhibit 10.8 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this ?Agreement?) dated as of September 7, 2016 (the ?Effective Date?) between SILICON VALLEY BANK, a California corporation with a loan production office located at 2400 Hanover Street, Palo Alto, CA 94304 (?Bank?), and MEDALLIA, INC., a Delaware corporation with offi

PLAIN ENGLISH WARRANT AGREEMENT

Exhibit 4.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the ?1933 ACT?), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGIS

AMENDED AND RESTATED MEDALLIA, INC. (A DELAWARE CORPORATION)

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF MEDALLIA, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS? MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meeting 1 Section 6. Special Meetings 3 Section 7. Notice of Meetings 4 Se

As confidentially submitted to the Securities and Exchange Commission on April 5, 2019. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidentia

As confidentially submitted to the Securities and Exchange Commission on April 5, 2019.