Statement of Changes in Beneficial Ownership (4)
June 02 2023 - 6:46PM
Edgar (US Regulatory)
FORM 4
☒
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Blum Lora D |
2. Issuer Name and Ticker or Trading Symbol
MOMENTIVE GLOBAL INC.
[
MNTV
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Legal Officer & Secty |
(Last)
(First)
(Middle)
C/O MOMENTIVE GLOBAL INC., ONE CURIOSITY WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/31/2023 |
(Street)
SAN MATEO, CA 94403 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
(City)
(State)
(Zip)
|
Rule 10b5-1(c) Transaction Indication
☐
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock | 5/31/2023 | | D | | 242311 (1)(2) | D | (3) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Non-qualified stock option (right to buy) | $7.14 | 5/31/2023 | | D | | | 150000 | (4) | 8/29/2025 | Common Stock | 150000 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | Certain of these shares are represented by previously reported restricted stock units ("RSUs") 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 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 and unvested RSA 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) |
(2) | (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 unvested RSA immediately prior to the Effective Time, with payment forfeited to the extent vesting is not satisfied. |
(3) | 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. |
(4) | 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. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Blum Lora D C/O MOMENTIVE GLOBAL INC. ONE CURIOSITY WAY SAN MATEO, CA 94403 |
|
| Chief Legal Officer & Secty |
|
Signatures
|
Michelle Leung, by power of attorney | | 6/2/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
Momentive Global (NASDAQ:MNTV)
Historical Stock Chart
From May 2024 to Jun 2024
Momentive Global (NASDAQ:MNTV)
Historical Stock Chart
From Jun 2023 to Jun 2024
Real-Time news about Momentive Global Inc (NASDAQ): 0 recent articles
More Momentive Global Inc. News Articles