0000921895-23-001418.txt : 20230602 0000921895-23-001418.hdr.sgml : 20230602 20230602164730 ACCESSION NUMBER: 0000921895-23-001418 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230531 FILED AS OF DATE: 20230602 DATE AS OF CHANGE: 20230602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kiper Christopher S CENTRAL INDEX KEY: 0001432744 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38664 FILM NUMBER: 23989674 MAIL ADDRESS: STREET 1: 12121 WILSHIRE BLVD, SUITE 1240 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Legion Partners Asset Management, LLC CENTRAL INDEX KEY: 0001560207 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38664 FILM NUMBER: 23989681 BUSINESS ADDRESS: STREET 1: 12121 WILSHIRE BLVD., SUITE 1240 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 424-253-1774 MAIL ADDRESS: STREET 1: 12121 WILSHIRE BLVD., SUITE 1240 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Legion Partners, L.P. I CENTRAL INDEX KEY: 0001595909 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38664 FILM NUMBER: 23989680 BUSINESS ADDRESS: STREET 1: 12121 WILSHIRE BLVD. STREET 2: SUITE 1240 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 424.253.1774 MAIL ADDRESS: STREET 1: 12121 WILSHIRE BLVD. STREET 2: SUITE 1240 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Legion Partners, L.P. II CENTRAL INDEX KEY: 0001618783 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38664 FILM NUMBER: 23989679 BUSINESS ADDRESS: STREET 1: 12121 WILSHIRE BLVD. STREET 2: SUITE 1240 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 424.253.1774 MAIL ADDRESS: STREET 1: 12121 WILSHIRE BLVD. STREET 2: SUITE 1240 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER NAME: FORMER CONFORMED NAME: Legion Partners L.P. II DATE OF NAME CHANGE: 20140905 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gupta Sagar CENTRAL INDEX KEY: 0001916410 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38664 FILM NUMBER: 23989675 MAIL ADDRESS: STREET 1: C/O MOMENTIVE GLOBAL INC. STREET 2: ONE CURIOSITY WAY CITY: SAN MATEO STATE: CA ZIP: 94403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Legion Partners, LLC CENTRAL INDEX KEY: 0001682390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38664 FILM NUMBER: 23989677 BUSINESS ADDRESS: STREET 1: 12121 WILSHIRE BLVD., SUITE 1240 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 424-253-1774 MAIL ADDRESS: STREET 1: 12121 WILSHIRE BLVD., SUITE 1240 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: White Raymond T. CENTRAL INDEX KEY: 0001682494 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38664 FILM NUMBER: 23989673 MAIL ADDRESS: STREET 1: 12121 WILSHIRE BLVD. STREET 2: SUITE 1240 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Legion Partners Holdings, LLC CENTRAL INDEX KEY: 0001682389 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38664 FILM NUMBER: 23989676 BUSINESS ADDRESS: STREET 1: 12121 WILSHIRE BLVD., SUITE 1240 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 424-253-1774 MAIL ADDRESS: STREET 1: 12121 WILSHIRE BLVD., SUITE 1240 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Legion Partners Special Opportunities, L.P. XVII CENTRAL INDEX KEY: 0001871478 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38664 FILM NUMBER: 23989678 BUSINESS ADDRESS: STREET 1: 12121 WILSHIRE BLVD., SUITE 1240 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 424-253-1774 MAIL ADDRESS: STREET 1: 12121 WILSHIRE BLVD., SUITE 1240 CITY: LOS ANGELES STATE: CA ZIP: 90025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MOMENTIVE GLOBAL INC. CENTRAL INDEX KEY: 0001739936 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 800765058 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE CURIOSITY WAY CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 650-543-8400 MAIL ADDRESS: STREET 1: ONE CURIOSITY WAY CITY: SAN MATEO STATE: CA ZIP: 94403 FORMER COMPANY: FORMER CONFORMED NAME: SVMK Inc. DATE OF NAME CHANGE: 20180508 4 1 form409050033_06022023.xml OWNERSHIP DOCUMENT X0407 4 2023-05-31 1 0001739936 MOMENTIVE GLOBAL INC. MNTV 0001560207 Legion Partners Asset Management, LLC 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES CA 90025 1 0 0 0 0001595909 Legion Partners, L.P. I 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES CA 90025 1 0 0 0 0001618783 Legion Partners, L.P. II 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES CA 90025 1 0 0 0 0001871478 Legion Partners Special Opportunities, L.P. XVII 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES CA 90025 1 0 0 0 0001682390 Legion Partners, LLC 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES CA 90025 1 0 0 0 0001682389 Legion Partners Holdings, LLC 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES CA 90025 1 0 0 0 0001916410 Gupta Sagar 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES CA 90025 1 0 0 0 0001432744 Kiper Christopher S 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES CA 90025 1 0 0 0 0001682494 White Raymond T. 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES CA 90025 1 0 0 0 0 Common Stock 2023-05-31 4 D 0 30150 9.46 D 0 D Common Stock 2023-05-31 4 D 0 2046382 9.46 D 0 I By: Legion Partners, L.P. I Common Stock 2023-05-31 4 D 0 178446 9.46 D 0 I By: Legion Partners, L.P. II Common Stock 2023-05-31 4 D 0 104084 9.46 D 0 I By: Legion Partners Special Opportunities L.P. XVII Common Stock 2023-05-31 4 D 0 200 9.46 D 0 I By: Legion Partners Holdings, LLC 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. This Form 4 is being filed to reflect that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. Gupta) may have been deemed a director by deputization by virtue of having Mr. Gupta serve as its or his representative on the Board of the Issuer. Effective at the Effective Time, Mr. Gupta no longer serves on the Board of the Issuer. Legion Partners Asset Management, LLC: By: /s/ Christopher S. Kiper, Managing Member 2023-06-02 Legion Partners, L.P. I: By: Legion Partners Asset Management, LLC: By: /s/ Christopher S. Kiper, Managing Member 2023-06-02 Legion Partners, L.P. II: By: Legion Partners Asset Management, LLC: By: /s/ Christopher S. Kiper, Managing Member 2023-06-02 Legion Partners Special Opportunities, L.P. XVII: By: Legion Partners Asset Management, LLC: By: /s/ Christopher S. Kiper, Managing Member 2023-06-02 Legion Partners, LLC: By: Legion Partners Holdings, LLC: By: /s/ Christopher S. Kiper, Managing Member 2023-06-02 Legion Partners Holdings, LLC: By: /s/ Christopher S. Kiper, Managing Member 2023-06-02 /s/ Sagar Gupta 2023-06-02 /s/ Christopher S. Kiper 2023-06-02 /s/ Raymond T. White 2023-06-02