Sec Form 3 Filing - Legion Partners Asset Management, LLC @ MOMENTIVE GLOBAL INC. - 2022-03-01

FORM 3 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) 03/01/2022 (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 ) 1,349,274 I By: Legion Partners, L.P. I( 2 ) Common Stock( 1 ) 113,371 I By: Legion Partners, L.P. II( 3 ) Common Stock( 1 ) 93,767 I By: Legion Partners Special Opportunities, L.P. XVII( 4 ) Common Stock( 1 ) 200 I By: Legion Partners Holdings, LLC( 5 )

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 Call Option (right to buy) $ 12.5 ( 6 ) 07/15/2022 Common Stock 514,700 I By: Legion Partners, L.P. I( 2 ) Call Option (right to buy) $ 12.5 ( 6 ) 07/15/2022 Common Stock 40,300 I By: Legion Partners, L.P. II( 3 ) Call Option (right to buy) $ 12.5 ( 6 ) 07/15/2022 Common Stock 34,700 I By: Legion Partners Special Opportunities, L.P. XVII( 4 )

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 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 10/12/2022 Signature of Reporting Person Date Legion Partners, L.P. I, By: Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Member 10/12/2022 Signature of Reporting Person Date Legion Partners, L.P. II, By: Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Member 10/12/2022 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 10/12/2022 Signature of Reporting Person Date Legion Partners, LLC, By: Legion Partners Holdings, LLC, By: /s/ Christopher S. Kiper, Managing Member 10/12/2022 Signature of Reporting Person Date Legion Partners Holdings, LLC, By: /s/ Christopher S. Kiper, Managing Member 10/12/2022 Signature of Reporting Person Date /s/ Christopher S. Kiper 10/12/2022 Signature of Reporting Person Date /s/ Raymond White 10/12/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 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"), 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 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )These options were immediately exercisable but have since expired unexercised in accordance with their terms.

Remarks: Sagar Gupta, an employee of Legion Partners Asset Management, is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons may be deemed a director by deputization by virtue of its or his representation on the Board of Directors 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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