FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Carr Priyanka
2. Issuer Name and Ticker or Trading Symbol

MOMENTIVE GLOBAL INC. [ MNTV ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Operating Officer
(Last)          (First)          (Middle)

C/O MOMENTIVE GLOBAL INC., ONE CURIOSITY WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

5/31/2023
(Street)

SAN MATEO, CA 94403
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock 5/31/2023  D  361131 (1)(2)D (3)0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-qualified stock option (right to buy) $7.14 5/31/2023  D     150000   (4)8/29/2025 Common Stock 150000 $0.00 0 D  

Explanation of Responses:
(1) Certain of these shares are represented by previously reported restricted stock units ("RSUs") and restricted stock awards ("RSAs"). 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 "Company"), each issued and outstanding share of the Company's 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, each issued and outstanding unvested RSU and unvested RSA was cancelled and converted into the contingent right to receive an amount in cash (each, a "Converted Cash Award"), equal to the Per Share Price. (Continued below)
(2) (Continued from above) Except as otherwise provided in the Merger Agreement, each such Converted Cash Award will continue to have, and will be subject to, the same vesting terms and conditions as applied to the corresponding unvested RSU and unvested RSA immediately prior to the Effective Time, with payment forfeited to the extent vesting is not satisfied.
(3) At the Effective Time, each issued and outstanding share of the Company's common stock was cancelled and converted into the right to receive an amount in cash equal to the Per Share Price.
(4) At the Effective Time, this unvested stock option was cancelled and converted into the contingent right to receive a Converted Cash Award equal to (x) the number of shares of Company common stock subject to such stock option immediately prior to the Effective Time, multiplied by (y) the excess of the Per Share Price over the exercise price per share of the stock option. Such Converted Cash Award will continue to have, and will be subject to, the same vesting terms and conditions as applied to the stock option immediately prior to the Effective Time.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Carr Priyanka
C/O MOMENTIVE GLOBAL INC.
ONE CURIOSITY WAY
SAN MATEO, CA 94403


Chief Operating Officer

Signatures
Michelle Leung, by power of attorney6/2/2023
**Signature of Reporting PersonDate


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.
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 control number.
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