MNDT Mandiant Inc

FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Watters John P.	2. Issuer Name and Ticker or Trading Symbol Mandiant, Inc. [ MNDT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President & COO
(Last)          (First)          (Middle) C/O MANDIANT, INC., 11951 FREEDOM DRIVE, 6TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 9/12/2022
(Street) RESTON, VA 20190 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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
Common Stock	9/12/2022		D		219693	D	$23.00 (1)	0	D
Common Stock	9/12/2022		D		20000	D	$23.00 (1)	0	I	See footnote (2)
Common Stock	9/12/2022		D		35000	D	$23.00 (1)	0	I	See footnote (3)
Common Stock	9/12/2022		D		165625	D	$23.00 (4)	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
PERFORMANCE-BASED RESTRICTED STOCK UNITS	(5)	9/12/2022		A		225000 (6)		9/12/2022	9/12/2022	Common Stock	225000	$0.00	225000	D
PERFORMANCE-BASED RESTRICTED STOCK UNITS	(7)	9/12/2022		D			225000 (7)	9/12/2022	9/12/2022	Common Stock	225000	$23.00 (7)	0	D

Explanation of Responses:
(1)	Represents shares of the Issuer's common stock that were disposed of in connection with the merger of Dupin Inc. with and into the Issuer (the "Merger") pursuant to an Agreement and Plan of Merger, dated as of March 7, 2022, by and among the Issuer, Google LLC ("Google") and Dupin Inc. At the effective time of the Merger, each share of the Issuer's common stock was cancelled and converted into the right to receive $23.00 in cash.
(2)	Shares held of record by JPW Advisory, Inc., for which the Reporting Person serves as the sole officer and director.
(3)	Shares held of record by Dorset Investment Partners, Ltd., a family limited partnership of which the Reporting Person and his spouse are general partners. The Reporting Person disclaims beneficial ownership of all shares held by the family limited partnership, except to the extent of his pecuniary interest therein.
(4)	At the effective time of the Merger, each outstanding restricted stock unit ("RSU") was canceled and converted into a right to receive an amount in cash equal to the product of (1) $23.00 and (2) the total number of shares of the Issuer's common stock then-subject to such RSU. With respect to vested RSUs, such cash amount became payable at the effective time of the Merger and, with respect to unvested RSUs, such cash amount will vest and become payable in accordance with the vesting schedule applicable to the corresponding unvested RSU, generally subject to the Reporting Person's continued employment with Google and its affiliates.
(5)	Each RSU subject to performance-based vesting conditions ("PSU") represented a right to receive a share of the Issuer's common stock, subject to the achievement of performance conditions.
(6)	Represents PSUs for which performance was deemed achieved assuming maximum performance but remained subject to time-based vesting conditions ("Unvested PSUs").
(7)	At the effective time of the Merger, each outstanding PSU was canceled and converted into a right to receive an amount in cash equal to the product of (1) $23.00 and (2) the total number of shares of the Issuer's common stock then-subject to such PSU assuming maximum level of achievement of all relevant performance goals. Such cash amount will vest and become payable in accordance with the time-based vesting schedule applicable to the corresponding Unvested PSU, generally subject to the Reporting Person's continued employment with Google and its affiliates.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Watters John P. C/O MANDIANT, INC. 11951 FREEDOM DRIVE, 6TH FLOOR RESTON, VA 20190			President & COO

Signatures
Richard Meamber, Attorney-in-Fact		9/12/2022
**Signature of Reporting Person		Date

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