Lurie Alexander J Form 4 MOMENTIVE GLOBAL / Alexander J Lurie ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lurie Alexander J

(Last)

(First)

(Middle)

C/O MOMENTIVE GLOBAL INC.

ONE CURIOSITY WAY

(Street)

SAN MATEO

94403

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/31/2023		D		1,688,014⁽¹⁾⁽²⁾	D	⁽³⁾	0	D
Common Stock	05/31/2023		D		39,330	D	⁽³⁾	0	I⁽⁴⁾	Trust
Common Stock	05/31/2023		D		39,330	D	⁽³⁾	0	I⁽⁵⁾	Trust
Common Stock	05/31/2023		D		26,219	D	⁽³⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

Remarks:

	Michelle Leung, by power of attorney	06/02/2023
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Lurie Alexander J Form 4MOMENTIVE GLOBAL / Alexander J Lurie ownership change