Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Items 5.07 and 8.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

Item 5.07 Submission of Matters to a Vote of Security Holders.



In connection with the completion of the previously announced acquisition of
Clarabridge, Inc., a Delaware corporation ("Clarabridge"), by Qualtrics
International Inc., a Delaware corporation (the "Company"), on September 28,
2021, SAP America, Inc., a wholly-owned subsidiary of SAP SE ("SAP") and the
holder of a majority of the outstanding shares of Class B common stock of the
Company, approved by written consent in accordance with the Company's amended
and restated certificate of incorporation and the Company's amended and restated
bylaws (i) the assumption, amendment and restatement of certain Clarabridge
equity incentive plans (the "Clarabridge Stock Plans") by the Company and (ii)
the assumption of all options to purchase shares of Clarabridge stock
then-outstanding under the Clarabridge Stock Plans (the "Clarabridge Options")
and the conversion of such Clarabridge Options into options to purchase shares
of Class A common stock of the Company, par value $0.0001 per share ("Class A
Common Stock," with such assumed Clarabridge Options becoming "Company Options")
by the Company, in each case, pursuant to the terms of an Agreement and Plan of
Reorganization and Merger, dated as of July 29, 2021 (as amended, the "Merger
Agreement"), by and among the Company, Clarabridge, Rhodium Merger Sub, Inc., a
wholly-owned subsidiary of the Company ("Merger Sub"), and Shareholder
Representative Services LLC, a Colorado limited liability company and without
stockholder approval pursuant to Rule 5635(c)(3) of the Nasdaq Listing Rules and
the related interpretive material in IM-5635-1. SAP holds 423,170,610 shares of
the Company's Class B common stock, representing 100% of the outstanding shares
of the Company's Class B common stock as of September 28, 2021.

Item 8.01 Other Events.



On October 1, 2021, the Company completed its previously announced acquisition
of Clarabridge pursuant to the terms of the Merger Agreement. The acquisition
was accomplished by the merger of Merger Sub with and into Clarabridge (the
"Merger"), and upon consummation of the Merger, Merger Sub ceased to exist and
Clarabridge became a wholly-owned subsidiary of the Company.
Pursuant to the terms of the Merger Agreement, at the closing of the Merger (the
"Closing"), all shares of Clarabridge capital stock issued and outstanding
immediately before the effective time of the Merger were cancelled in exchange
for aggregate consideration of $1.125 billion, subject to certain adjustments,
in the form of shares of Company Stock (the "Stock Consideration"); provided,
that shares of Clarabridge capital stock held by unaccredited Clarabridge
stockholders were cancelled in exchange for the right to receive cash in lieu of
the Stock Consideration. The number of shares to be issued in connection with
the Stock Consideration was calculated based on a fixed value of $37.33 per
share, which is the average of the daily volume-weighted average sales price per
share of Company Stock on the Nasdaq Select Market during the ten consecutive
trading days ending three trading days immediately preceding the date of the
Merger Agreement.

The Company will issue the Stock Consideration in reliance upon the exemptions
from registration afforded by Section 4(a)(2) and/or Rule 506 promulgated under
the Securities Act of 1933, as amended.

A portion of the aggregate consideration is being held back by the Company to
secure the indemnification obligations of the Clarabridge securityholders and
certain post-Closing adjustments for the amount of indebtedness of, the working
capital of, the unpaid transaction expenses incurred by and the amount of cash
held by Clarabridge and its subsidiaries.

In addition, pursuant to the terms of the Merger Agreement, (i) the Clarabridge
Stock Plans have been assumed, amended and restated by the Company, (ii) the
Clarabridge Options have been assumed by the Company and converted into
corresponding Company Options to purchase, in the aggregate, 3,203,885 shares of
Class A Common Stock, and (iii) the Company will grant equity incentive awards
to certain continuing employees of Clarabridge and its subsidiaries under the
2021 Qualtrics International Inc. Inducement Equity Plan at the Company's sole
discretion.

The Company issued a press release on October 1, 2021, announcing the Closing,
and such press release is filed herewith as Exhibit 99.1 and incorporated by
reference herein.

Forward-Looking Statements

This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, including
statements concerning the anticipated benefits and timing of the proposed
transaction between the Company and Clarabridge and the product and markets of
each company. In some cases, you can identify forward-looking statements by
terms such as "anticipate," "believe," "estimate," "expect," "intend," "may,"
"might," "plan," "project," "will," "would," "should," "could," "can,"
"predict," "potential," "target," "explore," "continue," or the negative of
these terms, and similar expressions intended to identify forward-looking
statements. Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and
assumptions and, as a result, are subject to numerous uncertainties and risks,
including factors beyond our control, that could cause actual results,
performance or outcomes to differ materially from those anticipated or implied
in the statements. Additional risks and uncertainties that

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could cause actual results, performance or outcomes to differ materially from
those contemplated by the forward-looking statements are and/or will be included
under the caption "Risk Factors" and elsewhere in the Company's Annual Report on
Form 10-K and most recent Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission and any subsequent public filings.
Forward-looking statements speak only as of the date the statements are made.
Readers are cautioned not to put undue reliance on forward-looking statements,
and the Company assumes no obligation to update forward-looking statements,
whether to reflect new information, events or circumstances after the date they
were made or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit Number                 Description

99.1                             Press Release of Qualtrics International Inc. dated October 1, 2021,
                               filed herewith.
104                            Cover Page Interactive Date File (embedded within the Inline XBRL
                               document)

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