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

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
Next filing
Jun 8, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MNTV Common Stock Disposed to Issuer -1.69M -100% 0 May 31, 2023 Direct F1, F2, F3
transaction MNTV Common Stock Disposed to Issuer -39.3K -100% 0 May 31, 2023 Trust F3, F4
transaction MNTV Common Stock Disposed to Issuer -39.3K -100% 0 May 31, 2023 Trust F3, F5
transaction MNTV Common Stock Disposed to Issuer -26.2K -100% 0 May 31, 2023 Trust F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Alexander Lurie 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"), 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)
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, unvested RSA and unvested PSA immediately prior to the Effective Time, with payment forfeited to the extent vesting is not satisfied.
F3 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.
F4 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.
F5 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.
F6 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.