Sec Form 4 Filing - Legion Partners Asset Management, LLC @ MOMENTIVE GLOBAL INC. - 2023-05-31

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Legion Partners Asset Management, LLC 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) (Last) (First) (Middle) 12121 WILSHIRE BLVD., SUITE 1240 3. Date of Earliest Transaction (MM/DD/YY) 05/31/2023 (Street) LOS ANGELES, CA90025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Legion Partners Asset Management, LLC 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA90025 X Legion Partners, L.P. I 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA90025 X Legion Partners, L.P. II 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA90025 X Legion Partners Special Opportunities, L.P. XVII 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA90025 X Legion Partners, LLC 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA90025 X Legion Partners Holdings, LLC 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA90025 X Gupta Sagar 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA90025 X Kiper Christopher S 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA90025 X White Raymond T. 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA90025 X Signatures Legion Partners Asset Management, LLC: By: /s/ Christopher S. Kiper, Managing Member 06/02/2023 Signature of Reporting Person Date Legion Partners, L.P. I: By: Legion Partners Asset Management, LLC: By: /s/ Christopher S. Kiper, Managing Member 06/02/2023 Signature of Reporting Person Date Legion Partners, L.P. II: By: Legion Partners Asset Management, LLC: By: /s/ Christopher S. Kiper, Managing Member 06/02/2023 Signature of Reporting Person Date Legion Partners Special Opportunities, L.P. XVII: By: Legion Partners Asset Management, LLC: By: /s/ Christopher S. Kiper, Managing Member 06/02/2023 Signature of Reporting Person Date Legion Partners, LLC: By: Legion Partners Holdings, LLC: By: /s/ Christopher S. Kiper, Managing Member 06/02/2023 Signature of Reporting Person Date Legion Partners Holdings, LLC: By: /s/ Christopher S. Kiper, Managing Member 06/02/2023 Signature of Reporting Person Date /s/ Sagar Gupta 06/02/2023 Signature of Reporting Person Date /s/ Christopher S. Kiper 06/02/2023 Signature of Reporting Person Date /s/ Raymond T. White 06/02/2023 Signature of Reporting Person Date

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 eac h 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.

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).

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