| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MNTV | Common Stock | Award | $0 | +20.1K | $0.00 | 20.1K | May 20, 2022 | Direct | F1, F2, F3, F4, F5 | |
| holding | MNTV | Common Stock | 1.35M | May 20, 2022 | By: Legion Partners, L.P. I | F1, F6 | |||||
| holding | MNTV | Common Stock | 113K | May 20, 2022 | By: Legion Partners, L.P. II | F1, F7 | |||||
| holding | MNTV | Common Stock | 93.8K | May 20, 2022 | By: Legion Partners Special Opportunities L.P. XVII | F1, F8 | |||||
| holding | MNTV | Common Stock | 200 | May 20, 2022 | By: Legion Partners Holdings, LLC | F1, F9 |
| Id | Content |
|---|---|
| F1 | This Form 4 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"), Sagar Gupta, 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. |
| F2 | On May 20, 2022, Momentive Global Inc. (the "Issuer") granted 20,100 restricted stock units ("RSUs") of the Issuer to Mr. Gupta, a member of the Issuer's Board of Directors (the "Board") in respect of his service on the Board. Mr. Gupta holds these RSUs for the benefit of Legion Partners Asset Management. 1,675 RSUs (1/12th) of the total number of RSUs vested on 08/15/2022 and 1/12th of the total number of RSUs will vest quarterly thereafter, subject to Mr. Gupta's continued service to the Issuer until fully vested. |
| F3 | These securities are restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock ("Common Stock"), subject to the applicable vesting schedule and conditions. |
| F4 | Because Mr. Gupta serves on the Board as a representative of Legion Partners Asset Management and its affiliates, Mr. Gupta does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position. Legion Partners Asset Management is entitled to receive all of the economic interest in securities granted to Mr. Gupta by the Issuer in respect of Mr. Gupta's Board position. Mr. Gupta disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Gupta had any economic interest in such securities except any indirect economic interest through Legion Partners Asset Management and its affiliates, entities in which he does not have a controlling interest and does not have investment control. |
| F5 | As discussed in footnotes (2) and (4), represents securities in which Legion Partners Asset Management has all of the economic interest. Legion Partners Holdings is the sole member of Legion Partners Asset Management and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management. As a result of these relationships, 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 Asset Management. |
| F6 | Legion Partners I directly owns these shares of Common Stock. 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. |
| F7 | 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. |
| F8 | 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. |
| F9 | 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. |
This Form 4 amends the Form 4 filed by Sagar Gupta on May 20, 2022 to reflect the correct pecuniary interest in securities issued to Mr. Gupta in his capacity as a director of the Issuer as disclosed in footnotes (2) and (4). Mr. Gupta is an employee of Legion Partners Asset Management. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. Gupta) may be deemed a director by deputization by virtue of having Mr. Gupta serve as its or his representative on the Board of the Issuer.