Form 4 Qualtrics International For: May 13 Filed by: Silver Lake Group, L.L.C.

May 17, 2021 9:18 PM EDT

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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 *
Silver Lake Group, L.L.C.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Class A Common Stock 05/13/2021   P   64,172 A $ 29.9745 (1) 64,172 I Held through Silver Lake Partners VI DE (AIV), L.P. (7) (10)
Class A Common Stock 05/13/2021   P   5,128 A $ 29.9745 (1) 5,128 I Held through Silver Lake Technology Investors VI, L.P. (8) (10)
Class A Common Stock 05/13/2021   P   35,966 A $ 30.8239 (2) 100,138 I Held through Silver Lake Partners VI DE (AIV), L.P. (7) (10)
Class A Common Stock 05/13/2021   P   2,874 A $ 30.8239 (2) 8,002 I Held through Silver Lake Technology Investors VI, L.P. (8) (10)
Class A Common Stock 05/13/2021   P   10,982 A $ 31.8228 (3) 111,120 I Held through Silver Lake Partners VI DE (AIV), L.P. (7) (10)
Class A Common Stock 05/13/2021   P   878 A $ 31.8228 (3) 8,880 I Held through Silver Lake Technology Investors VI, L.P. (8) (10)
Class A Common Stock 05/14/2021   P   40,929 A $ 31.0275 (4) 152,049 I Held through Silver Lake Partners VI DE (AIV), L.P. (7) (10)
Class A Common Stock 05/14/2021   P   3,271 A $ 31.0275 (4) 12,151 I Held through Silver Lake Technology Investors VI, L.P. (8) (10)
Class A Common Stock 05/14/2021   P   28,077 A $ 32.1535 (5) 180,126 I Held through Silver Lake Partners VI DE (AIV), L.P. (7) (10)
Class A Common Stock 05/14/2021   P   2,243 A $ 32.1535 (5) 14,394 I Held through Silver Lake Technology Investors VI, L.P. (8) (10)
Class A Common Stock 05/17/2021   P   21,363 A $ 32.5119 (6) 201,489 I Held through Silver Lake Partners VI DE (AIV), L.P. (7) (10)
Class A Common Stock 05/17/2021   P   1,707 A $ 32.5119 (6) 16,101 I Held through Silver Lake Technology Investors VI, L.P. (8) (10)
Class A Common Stock               22,518,484 I Held through SLP Quartz Aggregator, L.P. (9) (10)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents shares of Class A common stock purchased in multiple transactions at prices ranging from $29.36 to $30.35. 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.
2. Represents shares of Class A common stock purchased in multiple transactions at prices ranging from $30.40 to $31.34. 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.
3. Represents shares of Class A common stock purchased in multiple transactions at prices ranging from $31.40 to $32.29. 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.
4. Represents shares of Class A common stock purchased in multiple transactions at prices ranging from $30.65 to $31.63. 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.
5. Represents shares of Class A common stock purchased in multiple transactions at prices ranging from $31.67 to $32.60. 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.
6. Represents shares of Class A common stock purchased in multiple transactions at prices ranging from $32.18 to $32.60. 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.
7. Represents securities held by Silver Lake Partners VI DE (AIV), L.P. (" SLP VI")
8. Represents securities held by Silver Lake Technology Investors VI, L.P. (" SLTI VI")
9. 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.
10. Silver Lake Technology Associates VI, L.P. ("SLTA VI") is the general partner of each of SLP VI and STLI 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.
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.
By: /s/ Egon Durban, Co-CEO of Silver Lake Group, L.L.C. 05/17/2021
** 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. 05/17/2021
** 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. 05/17/2021
** 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. 05/17/2021
** 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. 05/17/2021
** Signature of Reporting Person Date
/s/ Egon Durban 05/17/2021
** 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.
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.


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