Legion Partners Asset Management, LLC - 31 May 2023 Form 4 Insider Report for MOMENTIVE GLOBAL INC.

Footnote 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.

Footnote F2

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 "Issuer"), each issued and outstanding share of the Issuer's common stock (the "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, the vesting of each issued and outstanding unvested RSU held by the Reporting Person was accelerated to fully vest and then cancelled and converted into the right to receive an amount equal to the Per Share Price.

Footnote F3

Shares of Common Stock disposed of in accordance with the terms of the Merger Agreement. Under the terms of the Merger Agreement, holders of the outstanding Common Stock received the Per Share Price at the Effective Time.

Footnote F4

Legion Partners I directly owned these shares of Common Stock of 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 have been deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners I.

Footnote F5

Legion Partners II directly owned 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 have been deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners II.

Footnote F6

Legion Partners Special XVII directly owned 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 have been deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners Special XVII.

Footnote F7

These securities were RSUs granted to Mr. Gupta, previously a member of the Issuer's Board of Directors (the "Board") in respect of his service on the Board. Mr. Gupta held these RSUs for the benefit of Legion Partners Asset Management. Each restricted stock unit represented a contingent right to receive one share of Common Stock, subject to the applicable vesting schedule and conditions. As of the date hereof, 13,400 RSUs have vested.

Footnote F8

Because Mr. Gupta served 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.

Footnote F9

As discussed in footnotes (7) and (8), represented securities in which Legion Partners Asset Management had 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 have been deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners Asset Management.

Footnote F10

Legion Partners Holdings directly owned these shares of Common Stock. As managing members of Legion Partners Holdings, Messrs. Kiper and White may have been deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners Holdings.