Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Smith Ryan S

(Last)

(First)

(Middle)

333 WEST RIVER PARK DRIVE

(Street)

PROVO

84604

(City)

(State)

(Zip)

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	10% Owner
X	Officer (give title below)	Other (specify below)
Founder and Executive Chair

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/28/2023		D⁽¹⁾⁽²⁾		11,653,339⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	0.00	D
Class A Common Stock	06/28/2023		D⁽¹⁾⁽²⁾		6,000,000	D	⁽¹⁾⁽²⁾	0.00	I	By Q II, LLC

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated March 12, 2023 (the "Merger Agreement"), by and among Qualtrics International Inc., a Delaware corporation ("Issuer"), Quartz Holdco, LLC, a Delaware limited liability company ("Parent") and Quartz MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on June 28, 2023, Merger Sub merged with and into Issuer, with Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger").

2. At the effective time of the Merger (the "Effective Time"), each then outstanding share of Issuer Class A common stock, par value $0.0001 per share ("Class A Common Stock") and Issuer Class B common stock, par value $0.0001 per share ("Class B Common Stock" and together with Class A Common Stock, "Common Stock"), other than the Excluded Shares (as defined in the Merger Agreement) was cancelled, ceased to exist and automatically converted into the right to receive $18.15 in cash, without interest and after giving effect to any applicable withholding taxes.

3. These shares include restricted stock units of Issuer (each, an "RSU") and performance stock units of Issuer (each, a "PSU"). Each RSU and PSU that, as of immediately prior to the Effective Time, was vested in accordance with its terms after giving effect to any vesting that occurred as a result of the transactions in connection with the Merger but had not yet been settled (each, a "Vested RSU" and "Vested PSU," respectively), was cancelled as of the Effective Time and converted into the right to receive an amount in cash, without interest, equal to the product of $18.15 and the aggregate number of shares of Common Stock subject to such Vested RSU or Vested PSU, as applicable, less applicable taxes and authorized deductions.

4. Each RSU that, as of immediately prior to the Effective Time, was not a Vested RSU (each, an "Unvested RSU") was converted into the contingent right to receive an amount in cash equal to the product of $18.15 and the aggregate number of shares of Common Stock subject to such Unvested RSU (the "Unvested RSU Consideration"). Subject to the Reporting Person's continued service with Issuer and its subsidiaries through the applicable vesting dates, such Unvested RSU Consideration will vest and become payable at the same time as the underlying Unvested RSU would have vested and become payable pursuant to its terms and will otherwise generally remain subject to the same terms and conditions as applied to the underlying Unvested RSU immediately prior to the Effective Time.

5. Each PSU that, as of immediately prior to the Effective Time, was not a Vested PSU (each, an "Unvested PSU") was converted into the contingent right to receive an amount in cash equal to the product of $18.15 and the aggregate number of shares of Common Stock subject to such Unvested PSU based on the attainment of the applicable performance metrics at the target level of performance (the "Unvested PSU Consideration").

6. (Continued from Footnote 5) Subject to the Reporting Person's continued service with Issuer and its subsidiaries through the applicable time-based vesting dates, such Unvested PSU Consideration will vest and become payable at the same time as the underlying Unvested PSU would have vested and become payable pursuant to its terms and will otherwise generally remain subject to the same terms and conditions as applied to the underlying Unvested PSU immediately prior to the Effective Time, except that no performance-based vesting metrics or criteria will apply from and after the Effective Time.

Remarks:

	/s/ Blake Tierney, Attorney-in-Fact	06/28/2023
	** Signature of Reporting Person	Date
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.
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