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