Sec Form 4 Filing - Lurie Alexander J @ MOMENTIVE GLOBAL INC. - 2023-05-31

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
Lurie Alexander J
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
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O MOMENTIVE GLOBAL INC., ONE CURIOSITY WAY
3. Date of Earliest Transaction (MM/DD/YY)
05/31/2023
(Street)
SAN MATEO, CA94403
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 05/31/2023 D 1,688,014 ( 1 ) ( 2 ) D 0 D
Common Stock 05/31/2023 D 39,330 D 0 I ( 4 ) Trust
Common Stock 05/31/2023 D 39,330 D 0 I ( 5 ) Trust
Common Stock 05/31/2023 D 26,219 D 0 I ( 6 ) Trust
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
Lurie Alexander J
C/O MOMENTIVE GLOBAL INC.
ONE CURIOSITY WAY
SAN MATEO, CA94403
X Chief Executive Officer
Signatures
Michelle Leung, by power of attorney 06/02/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Certain of these shares are represented by previously reported restricted stock units ("RSUs"), performance restricted stock awards ("PSAs"), and restricted stock awards ("RSAs"). 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 "Company"), each issued and outstanding share of the Company's common stock from a vested RSU and PSA, less shares automatically withheld to cover tax withholding obligations on PSA vesting, 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, all issued and outstanding unvested RSUs and unvested RSAs, and a portion of unvested PSAs, were cancelled and converted into the contingent right to receive an amount in cash (each, a "Converted Cash Award"), equal to the Per Share Price. (Continued below)
( 2 )(continued from above) Except as otherwise provided in the Merger Agreement, each such Converted Cash Award will continue to have, and will be subject to, the same vesting terms and conditions as applied to the corresponding unvested RSU, unvested RSA and unvested PSA immediately prior to the Effective Time, with payment forfeited to the extent vesting is not satisfied.
( 3 )Pursuant to the Merger Agreement, each issued and outstanding share of the Company's common stock was cancelled and converted into the right to receive an amount in cash equal to the Per Share Price.
( 4 )Prior to the Effective Time, the shares were held of record by the Jason and Jennifer Lurie Family 2018 Irrevocable Trust dated May 31, 2018, of which the Reporting Person's spouse is the trustee.
( 5 )Prior to the Effective Time, the shares were held of record by the Eliza and Larry Becker Family 2018 Irrevocable Trust dated May 31, 2018, of which the Reporting Persons spouse is the trustee.
( 6 )Prior to the Effective Time, the shares were held of record by the Scott and Caitlin Vogelsong Family 2018 Irrevocable Trust dated May 31, 2018, of which the Reporting Persons spouse is the trustee.

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