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Filing Details

Accession Number:: 0001193805-22-001391
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-10-12 19:47:41
Reporting Period:: 2022-08-22

Accepted Time:: 2022-10-12 19:47:41
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1739936	Momentive Global Inc.	MNTV	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1432744	S Christopher Kiper	12121 Wilshire Blvd. Suite 1240 Los Angeles CA 90025	Yes	No	No	No
1560207	Legion Partners Asset Management, Llc	12121 Wilshire Blvd. Suite 1240 Los Angeles CA 90025	Yes	No	No	No
1595909	Legion Partners, L.p. I	12121 Wilshire Blvd. Suite 1240 Los Angeles CA 90025	Yes	No	No	No
1618783	Legion Partners, L.p. Ii	12121 Wilshire Blvd. Suite 1240 Los Angeles CA 90025	Yes	No	No	No
1682389	Legion Partners Holdings, Llc	12121 Wilshire Blvd. Suite 1240 Los Angeles CA 90025	Yes	No	No	No
1682390	Legion Partners, Llc	12121 Wilshire Blvd. Suite 1240 Los Angeles CA 90025	Yes	No	No	No
1682494	T. Raymond White	12121 Wilshire Blvd. Suite 1240 Los Angeles CA 90025	Yes	No	No	No
1871478	Legion Partners Special Opportunities, L.p. Xvii	12121 Wilshire Blvd. Suite 1240 Los Angeles CA 90025	Yes	No	No	No
1916410	Sagar Gupta	12121 Wilshire Blvd. Suite 1240 Los Angeles CA 90025	Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2022-08-22	248,161	$7.06	1,597,435	No	4	P	Indirect	By: Legion Partners, L.P. I
Common Stock	Acquisiton	2022-08-23	448,947	$7.20	2,046,382	No	4	P	Indirect	By: Legion Partners, L.P. I
Common Stock	Acquisiton	2022-08-22	23,166	$7.06	136,537	No	4	P	Indirect	By: Legion Partners, L.P. II
Common Stock	Acquisiton	2022-08-23	41,909	$7.20	178,446	No	4	P	Indirect	By: Legion Partners, L.P. II
Common Stock	Acquisiton	2022-08-22	3,673	$7.06	97,440	No	4	P	Indirect	By: Legion Partners Special Opportunities L.P. XVII
Common Stock	Acquisiton	2022-08-23	6,644	$7.20	104,084	No	4	P	Indirect	By: Legion Partners Special Opportunities L.P. XVII

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By: Legion Partners, L.P. I
No	4	P	Indirect	By: Legion Partners, L.P. I
No	4	P	Indirect	By: Legion Partners, L.P. II
No	4	P	Indirect	By: Legion Partners, L.P. II
No	4	P	Indirect	By: Legion Partners Special Opportunities L.P. XVII
No	4	P	Indirect	By: Legion Partners Special Opportunities L.P. XVII

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	30,150	Direct
Common Stock	200	Indirect	By: Legion Partners Holdings, LLC

Footnotes

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.
Legion Partners I directly owns these shares of common stock ("Common Stock") of Momentive Global Inc. (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 be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners I.
Legion Partners II directly owns 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 be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners II.
Legion Partners Special XVII directly owns 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 be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners Special XVII.
These securities are restricted stock units of the Issuer ("RSUs") granted to Mr. Gupta, a member of the Issuer's Board of Directors (the "Board") in respect of his service on the Board. Mr. Gupta holds these RSUs for the benefit of Legion Partners Asset Management. Each restricted stock unit represents a contingent right to receive one share of Common Stock, subject to the applicable vesting schedule and conditions. As of the date hereof, 4,188 RSUs have vested.
Because Mr. Gupta serves 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.
As discussed in footnotes (5) and (6), represents securities in which Legion Partners Asset Management has 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 be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners Asset Management.
Legion Partners Holdings directly owns these shares of Common Stock. As managing members of Legion Partners Holdings, Messrs. Kiper and White may be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners Holdings.
The price reported in Column 4 is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices ranging from $6.9950 to $7.1200 per share, excluding commissions. 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 Common Stock purchased at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices ranging from $7.1200 to $7.4100 per share, excluding commissions. 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 Common Stock purchased at each separate price within the range set forth in this footnote.