0001193805-22-001388.txt : 20221012 0001193805-22-001388.hdr.sgml : 20221012 20221012194422 ACCESSION NUMBER: 0001193805-22-001388 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220301 FILED AS OF DATE: 20221012 DATE AS OF CHANGE: 20221012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kiper Christopher S CENTRAL INDEX KEY: 0001432744 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38664 FILM NUMBER: 221307774 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38664 FILM NUMBER: 221307780 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38664 FILM NUMBER: 221307779 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38664 FILM NUMBER: 221307778 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: Legion Partners Special Opportunities, L.P. XVII CENTRAL INDEX KEY: 0001871478 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38664 FILM NUMBER: 221307777 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, LLC CENTRAL INDEX KEY: 0001682390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38664 FILM NUMBER: 221307776 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38664 FILM NUMBER: 221307773 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38664 FILM NUMBER: 221307775 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 3 1 e621987_3-mntv.xml X0206 3 2022-03-01 0 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 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 Common Stock 1349274 I By: Legion Partners, L.P. I Common Stock 113371 I By: Legion Partners, L.P. II Common Stock 93767 I By: Legion Partners Special Opportunities, L.P. XVII Common Stock 200 I By: Legion Partners Holdings, LLC Call Option (right to buy) 12.50 2022-07-15 Common Stock 514700 I By: Legion Partners, L.P. I Call Option (right to buy) 12.50 2022-07-15 Common Stock 40300 I By: Legion Partners, L.P. II Call Option (right to buy) 12.50 2022-07-15 Common Stock 34700 I By: Legion Partners Special Opportunities, L.P. XVII This Form 3 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"), 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. Legion Partners I directly owns these shares of common stock ("Common Stock") of Momentive Global Inc. (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 be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners I. Legion Partners II directly owns 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 be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners II. Legion Partners Special XVII directly owns 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 be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners Special XVII. Legion Partners Holdings directly owns these shares of Common Stock. As managing members of Legion Partners Holdings, Messrs. Kiper and White may be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners Holdings. These options were immediately exercisable but have since expired unexercised in accordance with their terms. Sagar Gupta, an employee of Legion Partners Asset Management, is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons may be deemed a director by deputization by virtue of its or his representation on the Board of Directors of the Issuer. Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Member 2022-10-12 Legion Partners, L.P. I, By: Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Member 2022-10-12 Legion Partners, L.P. II, By: Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Member 2022-10-12 Legion Partners Special Opportunities, L.P. XVII, By: Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Member 2022-10-12 Legion Partners, LLC, By: Legion Partners Holdings, LLC, By: /s/ Christopher S. Kiper, Managing Member 2022-10-12 Legion Partners Holdings, LLC, By: /s/ Christopher S. Kiper, Managing Member 2022-10-12 /s/ Christopher S. Kiper 2022-10-12 /s/ Raymond White 2022-10-12