SEC FORM 4

SEC FORM 4 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^*

Legion Partners Asset Management, LLC

(Last)

(First)

(Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MOMENTIVE GLOBAL INC. [ MNTV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2023

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

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)
Common Stock⁽¹⁾	05/31/2023		D		30,150⁽²⁾⁽³⁾	D	$9.46⁽²⁾⁽³⁾	0	D⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock⁽¹⁾	05/31/2023		D		2,046,382⁽³⁾	D	$9.46⁽³⁾	0	I	By: Legion Partners, L.P. I⁽⁴⁾
Common Stock⁽¹⁾	05/31/2023		D		178,446⁽³⁾	D	$9.46⁽³⁾	0	I	By: Legion Partners, L.P. II⁽⁵⁾
Common Stock⁽¹⁾	05/31/2023		D		104,084⁽³⁾	D	$9.46⁽³⁾	0	I	By: Legion Partners Special Opportunities L.P. XVII⁽⁶⁾
Common Stock⁽¹⁾	05/31/2023		D		200⁽³⁾	D	$9.46⁽³⁾	0	I	By: Legion Partners Holdings, LLC⁽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)
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)

1. Name and Address of Reporting Person^*

Legion Partners Asset Management, LLC

(Last)

(First)

(Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Legion Partners, L.P. I

(Last)

(First)

(Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Legion Partners, L.P. II

(Last)

(First)

(Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Legion Partners Special Opportunities, L.P. XVII

(Last)

(First)

(Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Legion Partners, LLC

(Last)

(First)

(Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Legion Partners Holdings, LLC

(Last)

(First)

(Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Gupta Sagar

(Last)

(First)

(Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Kiper Christopher S

(Last)

(First)

(Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

White Raymond T.

(Last)

(First)

(Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Legion Partners, L.P. I ("Legion Partners I"), Legion Partners, L.P. II ("Legion Partners II"), Legion Partners Special Opportunities, L.P. XVII ("Legion Partners Special XVII"), Legion Partners, LLC ("General Partner"), Legion Partners Asset Management, LLC ("Legion Partners Asset Management"), Legion Partners Holdings, LLC ("Legion Partners Holdings"), Sagar Gupta, Christopher S. Kiper and Raymond White (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. Certain of these shares are represented by previously reported restricted stock units ("RSUs"). At the effective time of the merger (the "Effective Time") contemplated by the Agreement and Plan of Merger, dated March 13, 2023 (the "Merger Agreement"), among Mercury Bidco LLC, Mercury Merger Sub, Inc. and Momentive Global Inc. (the "Issuer"), each issued and outstanding share of the Issuer's common stock (the "Common Stock") was cancelled and converted into the right to receive an amount equal to $9.46 in cash (the "Per Share Price"). At the Effective Time, the vesting of each issued and outstanding unvested RSU held by the Reporting Person was accelerated to fully vest and then cancelled and converted into the right to receive an amount equal to the Per Share Price.

3. Shares of Common Stock disposed of in accordance with the terms of the Merger Agreement. Under the terms of the Merger Agreement, holders of the outstanding Common Stock received the Per Share Price at the Effective Time.

4. Legion Partners I directly owned these shares of Common Stock of the Issuer. General Partner is the general partner of Legion Partners I, Legion Partners Asset Management is the investment advisor of Legion Partners I, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may have been deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners I.

5. Legion Partners II directly owned these shares of Common Stock. General Partner is the general partner of Legion Partners II, Legion Partners Asset Management is the investment advisor of Legion Partners II, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may have been deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners II.

6. Legion Partners Special XVII directly owned these shares of Common Stock. General Partner is the general partner of Legion Partners Special XVII, Legion Partners Asset Management is the investment advisor of Legion Partners Special XVII, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may have been deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners Special XVII.

7. These securities were RSUs granted to Mr. Gupta, previously a member of the Issuer's Board of Directors (the "Board") in respect of his service on the Board. Mr. Gupta held these RSUs for the benefit of Legion Partners Asset Management. Each restricted stock unit represented a contingent right to receive one share of Common Stock, subject to the applicable vesting schedule and conditions. As of the date hereof, 13,400 RSUs have vested.

8. Because Mr. Gupta served on the Board as a representative of Legion Partners Asset Management and its affiliates, Mr. Gupta does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position. Legion Partners Asset Management is entitled to receive all of the economic interest in securities granted to Mr. Gupta by the Issuer in respect of Mr. Gupta's Board position. Mr. Gupta disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Gupta had any economic interest in such securities except any indirect economic interest through Legion Partners Asset Management and its affiliates, entities in which he does not have a controlling interest and does not have investment control.

9. As discussed in footnotes (7) and (8), represented securities in which Legion Partners Asset Management had all of the economic interest. Legion Partners Holdings is the sole member of Legion Partners Asset Management and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management. As a result of these relationships, Legion Partners Holdings and Messrs. Kiper and White may have been deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners Asset Management.

10. Legion Partners Holdings directly owned these shares of Common Stock. As managing members of Legion Partners Holdings, Messrs. Kiper and White may have been deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners Holdings.

Remarks:

This Form 4 is being filed to reflect that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. Gupta) may have been deemed a director by deputization by virtue of having Mr. Gupta serve as its or his representative on the Board of the Issuer. Effective at the Effective Time, Mr. Gupta no longer serves on the Board of the Issuer.

	Legion Partners Asset Management, LLC: By: /s/ Christopher S. Kiper, Managing Member	06/02/2023
	Legion Partners, L.P. I: By: Legion Partners Asset Management, LLC: By: /s/ Christopher S. Kiper, Managing Member	06/02/2023
	Legion Partners, L.P. II: By: Legion Partners Asset Management, LLC: By: /s/ Christopher S. Kiper, Managing Member	06/02/2023
	Legion Partners Special Opportunities, L.P. XVII: By: Legion Partners Asset Management, LLC: By: /s/ Christopher S. Kiper, Managing Member	06/02/2023
	Legion Partners, LLC: By: Legion Partners Holdings, LLC: By: /s/ Christopher S. Kiper, Managing Member	06/02/2023
	Legion Partners Holdings, LLC: By: /s/ Christopher S. Kiper, Managing Member	06/02/2023
	/s/ Sagar Gupta	06/02/2023
	/s/ Christopher S. Kiper	06/02/2023
	/s/ Raymond T. White	06/02/2023
	** 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.
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.

SEC Form 4 filed by Legion Partners Asset Management, Llc