Clarence Ewell - May 31, 2023 Form 4 Insider Report for MOMENTIVE GLOBAL INC. (MNTV)

Role: Chief Customer Officer
Signature: Michelle Leung, by power of attorney
Stock symbol: MNTV
Transactions as of: May 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/2/2023, 07:45 PM
Previous filing: May 24, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MNTV	Common Stock	Disposed to Issuer		-373K	-100%		0	May 31, 2023	Direct	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MNTV	Non-qualified stock option (right to buy)	Disposed to Issuer	$0	-150K	-100%	$0.00^*	0	May 31, 2023	Common Stock	150K	$7.14	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Clarence Ewell is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Certain of these shares are represented by previously reported restricted stock units ("RSUs"). 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 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, each issued and outstanding unvested RSU was 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)
F2	(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 and immediately prior to the Effective Time, with payment forfeited to the extent vesting is not satisfied.
F3	At the Effective Time, 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.
F4	At the Effective Time, this unvested stock option was cancelled and converted into the contingent right to receive a Converted Cash Award equal to (x) the number of shares of Company common stock subject to such stock option immediately prior to the Effective Time, multiplied by (y) the excess of the Per Share Price over the exercise price per share of the stock option. Such Converted Cash Award will continue to have, and will be subject to, the same vesting terms and conditions as applied to the stock option immediately prior to the Effective Time.