SEC FORM 4

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^*

Spero Benjamin C.

(Last)

(First)

(Middle)

C/O SPECTRUM EQUITY

140 NEW MONTGOMERY, 20TH FLOOR

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SVMK Inc. [ SVMK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/28/2020		S		12,692	D	$17.8715⁽¹⁾	0	I	See Footnote⁽²⁾
Common Stock	02/28/2020		S		32,308	D	$17.8715⁽¹⁾	0	I	See Footnote⁽³⁾
Common Stock								80,404⁽⁴⁾⁽⁵⁾	D⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.53 to $18.21, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

2. Shares were held by Spectrum V Investment Managers' Fund, L.P. ("IMF"). The general partner of IMF is SEA V Management, LLC ("SEA V LLC"). The Reporting Person may be deemed to share voting and dispositive power over securities beneficially owned by SEA V LLC. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Following this sale, no shares are held by IMF.

3. 32,308 shares were held by SEI V SM AIV, L.P. ("SEI V") following a pro rata distribution of 2,655,473 shares by SEI V to its partners. The general partner of SEI V is Spectrum Equity Associates V, L.P., the general partner of which is SEA V LLC. The Reporting Person may be deemed to share voting and dispositive power over securities beneficially owned by SEA V LLC. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. Following this sale of 32,308 shares, no shares were directly held by by SEI V.

4. Certain of these securities are restricted stock units, the beneficial ownership of which the Reporting Person disclaims in footnote (6) below. 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.

5. Also includes 23,846 shares that were received by the Reporting Person in a pro rata distribution by Spectrum Equity Associates V, L.P. to its partners that was exempt from reporting pursuant to Rule 16a-13 under the Securities Exchange Act of 1934.

6. Under an agreement with Spectrum Equity, the Reporting Person is deemed to hold the RSUs included herein for the indirect benefit of: (i) SEI V SM AIV, L.P. ("SEI V"), the general partner of which is Spectrum Equity Associates V, L.P., the general partner of which is SEA V Management, LLC ("SEA V LLC"); and (ii) Spectrum V Investment Managers' Fund, LP ("IMF"), the general partner of which is SEA V LLC. Pursuant to the agreement with Spectrum Equity, upon vesting, the shares underlying the RSUs are issued to and held by Spectrum Equity Management, Inc., an affiliate of Spectrum Equity, but are included here. The Reporting Person may be deemed to share voting and dispositive power over securities beneficially owned by SEA V LLC. The Reporting Person disclaims beneficial ownership of the reported RSUs and the underlying common stock except to the extent of his pecuniary interest therein.

Remarks:

	Lanson Wan, power of attorney	02/28/2020
	** 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.
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