SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Lurie Alexander J
(Last) (First) (Middle)
C/O MOMENTIVE GLOBAL INC.
ONE CURIOSITY WAY
(Street)
SAN MATEO CA 94403
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MOMENTIVE GLOBAL INC. [ MNTV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 03/13/2022 A 238,534(1) A $0.00 1,166,484(2) D
Common Stock 03/13/2022 A 361,408(3)(4) A $0.00 1,527,892(2) D
Common Stock 39,330(5) I Trust
Common Stock 39,330(6) I Trust
Common Stock 26,219(7) I Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Explanation of Responses:
1. Grant of Restricted Stock Awards ("RSAs") 1/12th of the total number of RSAs will vest on 05/15/2022 and 1/12th of the total number of RSAs will vest quarterly thereafter for the remaining 11 quarters, subject to the Reporting Person's continued employment or service to the Company until fully vested.
2. Certain of these securities are restricted stock units and restricted stock awards. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock, subject to the applicable vesting schedule and conditions. Each restricted stock award is subject to the applicable vesting schedule and conditions.
3. Grant of Performance Restricted Stock Award ("PSA"). 361,408 shares are the maximum number of shares of restricted stock subject to the PSA that may become eligible for vesting. The target number of shares eligible for vesting is 180,704, one-half of the maximum number.
4. The number of shares eligible for vesting under the PSA will depend upon (i) the Issuer's total stockholder return ("TSR") as compared to a specified index (the "Index") over a 3-year performance period ending 12/31/2024 (the "Total Performance Period"); (ii) the Issuer's TSR as compared to the Index during the 1st year of the Total Performance Period ending 12/31/2022; and (iii) the Issuer's TSR as compared to the Index during the 2nd year of the Total Performance Period ending 12/31/2023. Vesting in each of the 1st or 2nd years of the Total Performance Period is capped at 1/3 of the target number of shares. Shares may also vest in the event of a liquidity event in accordance with the PSA agreement. In the event the Reporting Person ceases to be a service provider, or if vesting conditions are not met, the unvested shares subject to the PSA will be canceled by the Issuer.
5. The shares are held by the Jason and Jennifer Lurie Family 2018 Irrevocable Trust dated May 31, 2018, of which the Reporting Person's spouse is the trustee.
6. The shares are held by the Eliza and Larry Becker Family 2018 Irrevocable Trust dated May 31, 2018, of which the Reporting Person's spouse is the trustee.
7. The shares are held by the Scott and Caitlin Vogelsong Family 2018 Irrevocable Trust dated May 31, 2018, of which the Reporting Person's spouse is the trustee.
Remarks:
Lanson Wan, by power of attorney 03/15/2022
** 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 Number.