SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Carr Priyanka

(Last)

(First)

(Middle)

C/O MOMENTIVE GLOBAL INC.

ONE CURIOSITY WAY

(Street)

SAN MATEO

94403

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2022

3. Issuer Name and Ticker or Trading Symbol
MOMENTIVE GLOBAL INC. [ MNTV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	278,400⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to buy)	⁽²⁾	09/06/2028	Common Stock	8,333	$13.65	D
Employee Stock Option (Right to buy)	⁽³⁾	02/15/2029	Common Stock	8,333	$12.35	D
Employee Stock Option (Right to buy)	⁽⁴⁾	02/18/2030	Common Stock	56,368	$21.32	D
Employee Stock Option (Right to buy)	⁽⁵⁾	08/27/2030	Common Stock	37,482	$24.91	D
Employee Stock Option (Right to buy)	⁽⁶⁾	02/16/2031	Common Stock	64,823	$21.99	D

Explanation of Responses:

1. Includes 40,372 restricted stock units ("RSUs") and 199,658 shares subject to restricted stock award ("RSAs"). Each RSU represents a contingent right to receive one share of Issuer's common stock, subject to the applicable vesting schedule and conditions. Each RSA is subject to the applicable vesting schedule and conditions.

2. Grant of Stock Option exercisable for a total of 50,000 shares ("NSOs"). The option is fully vested. 41,667 shares subject to the option have been exercised to date and 8,333 shares are unexercised.

3. Grant of Stock Option exercisable for a total of 25,000 shares ("NSOs"). The option is fully vested. 16,667 shares subject to the option have been exercised to date and 8,333 shares are unexercised.

4. Grant of Stock Option exercisable for a total of 56,368 shares ("NSOs"). 1/12th of the total number of NSOs vested on 5/15/2020 and 1/12th of the total number of NSOs vest quarterly thereafter, subject to the Reporting Person's continued service to the Company until fully vested.

5. Grant of Stock Option exercisable for a total of 37,482 shares ("NSOs"). 1/12th of the total number of NSOs vested on 11/15/2020 and 1/12th of the total number of NSOs vest quarterly thereafter, subject to the Reporting Person's continued service to the Company until fully vested.

6. Grant of Stock Option exercisable for a total of 64,823 shares ("NSOs"). 1/12th of the total number of NSOs vested on 5/15/2021 and 1/12th of the total number of NSOs vest quarterly thereafter, subject to the Reporting Person's continued service to the Company until fully vested.

Remarks:

	Lora Blum, by Power of Attorney	03/11/2022
	** 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 5 (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.