Legion Partners Special Opportunities, L.P. XVII Form 3 MOMENTIVE GLOBAL / Christopher S Kiper ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Legion Partners Asset Management, LLC

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2022

3. Issuer Name and Ticker or Trading Symbol
MOMENTIVE GLOBAL INC. [ MNTV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
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 Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Call Option (right to buy)	(6)	07/15/2022	Common Stock	514,700	12.5	I	By: Legion Partners, L.P. I(2)
Call Option (right to buy)	(6)	07/15/2022	Common Stock	40,300	12.5	I	By: Legion Partners, L.P. II(3)
Call Option (right to buy)	(6)	07/15/2022	Common Stock	34,700	12.5	I	By: Legion Partners Special Opportunities, L.P. XVII(4)

1. Name and Address of Reporting Person^*

Legion Partners Asset Management, LLC

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Legion Partners, L.P. I

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Legion Partners, L.P. II

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Legion Partners Special Opportunities, L.P. XVII

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Legion Partners, LLC

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Legion Partners Holdings, LLC

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kiper Christopher S

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

White Raymond T.

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

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.

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