Sec Form 4 Filing - Spero Benjamin C. @ MOMENTIVE GLOBAL INC. - 2021-06-02

Insider filing report for Changes in Beneficial Ownership
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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
Spero Benjamin C.
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)
C/O SPECTRUM EQUITY, 140 NEW MONTGOMERY, 20TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/02/2021
(Street)
SAN FRANCISCO, CA94105
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 06/02/2021 A 3,457 ( 1 ) A $ 0 88,396 ( 2 ) D ( 3 )
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
Stock Option (Right to Buy) $ 21.53 08/06/2021 A 6,914 ( 4 ) 08/06/2031 Common Stock 6,914 $ 0 6,914 D ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Spero Benjamin C.
C/O SPECTRUM EQUITY
140 NEW MONTGOMERY, 20TH FLOOR
SAN FRANCISCO, CA94105
X
Signatures
Lanson Wan, power of attorney 08/10/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Grant of Restricted Stock Units ("RSUs") 1/4th of the total number of RSUs will vest on 08/15/2021 and 1/4th of the total number of RSUs will vest quarterly thereafter, subject to the Reporting Person's continued service to the Company until fully vested.
( 2 )Certain of these securities are restricted stock units, the beneficial ownership of which the Reporting Person disclaims in a footnote below. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock, subject to the applicable vesting schedule and conditions.
( 3 )Under an agreement with Spectrum Equity, the Reporting Person is deemed to hold the RSUs included herein for the indirect benefit of: (i) SEI V SM AIV, L.P. ("SEI V"), the general partner of which is Spectrum Equity Associates V, L.P., the general partner of which is SEA V Management, LLC ("SEA V LLC"); and (ii) Spectrum V Investment Managers' Fund, LP ("IMF"), the general partner of which is SEA V LLC. The Reporting Person may be deemed to share voting and dispositive power over securities beneficially owned by SEA V LLC. The Reporting Person disclaims beneficial ownership of the reported RSUs and the underlying common stock except to the extent of his pecuniary interest therein.
( 4 )Grant of Stock Options ("NSOs"). 1/4th of the total number of NSOs will vest on 08/15/2021 and 1/4th of the total number of NSOs will vest quarterly thereafter, subject to the Reporting Person's continued service to the Company until fully vested.
( 5 )Under an agreement with Spectrum Equity, the Reporting Person is deemed to hold the NSOs included herein for the indirect benefit of: (i) SEI V SM AIV, L.P. ("SEI V"), the general partner of which is Spectrum Equity Associates V, L.P., the general partner of which is SEA V Management, LLC ("SEA V LLC"); and (ii) Spectrum V Investment Managers' Fund, LP ("IMF"), the general partner of which is SEA V LLC. The Reporting Person may be deemed to share voting and dispositive power over securities beneficially owned by SEA V LLC. The Reporting Person disclaims beneficial ownership of the reported NSOs and the underlying common stock except to the extent of his pecuniary interest therein.

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).
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