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Form 3 MOMENTIVE GLOBAL INC. For: Aug 04 Filed by: Ewell Clarence

August 12, 2022 4:27 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person *
Ewell Clarence

(Last) (First) (Middle)
C/O MOMENTIVE GLOBAL INC.
ONE CURIOSITY WAY

(Street)
SAN MATEO CA 94403

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2022
3. Issuer Name and Ticker or Trading Symbol
MOMENTIVE GLOBAL INC. [ MNTV ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Customer Officer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 193,119 (1)
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to buy)   (2) 02/16/2031 Common Stock 125,000 21.99 D  
Employee Stock Option (Right to buy)   (3) 08/25/2031 Common Stock 23,640 19.67 D  
Explanation of Responses:
1. Includes 165,583 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer's common stock, subject to the applicable vesting schedule and conditions.
2. Grant of Stock Option exercisable for a total of 125,000 shares ("NSOs"). 1/4th of the total number of NSOs vested on 11/15/2021 and 1/16th of the total number of NSOs vest quarterly thereafter, subject to the Reporting Person's continued service to the Company until fully vested.
3. Grant of Stock Option exercisable for a total of 23,640 shares ("NSOs"). 1/12th of the total number of NSOs vested on 11/15/2021 and 1/12th of the total number of NSOs vest quarterly thereafter, subject to the Reporting Person's continued service to the Company until fully vested.
Remarks:
Exhibit 24 - Power of Attorney
Michelle Leung, by Power of Attorney 08/12/2022
** 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.
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 Number.
                                POWER OF ATTORNEY

      The undersigned, as a Section 16 reporting person of Momentive Global
Inc. (the "Company"), hereby constitutes and appoints Lora D. Blum, Michelle
Leung, Michael McKay, and Lanson Wan, and each of them, the undersigned's
true and lawful attorney-in-fact, to:

	1.  Prepare and execute in the undersigned's name and on the
undersigned's behalf, and submit to the Securities and Exchange Commission
(the "SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain EDGAR codes and passwords enabling the
undersigned to make electronic filings with the SEC of reports required
by Section 16(a) of the Securities Exchange Act of 1934 or any other rule
or regulation of the SEC;

	2.  Complete and executed Forms 3, 4 and 5 and other forms and all
amendments thereto as such attorney-in-fact shall in his or her discretion
determine to be required or advisable pursuant to Section 16 of the Securities
Exchange Act of 1934 (as amended) and the rules and regulations promulgated
thereunder, or any successor laws and regulations, as a consequence of the
undersigned's ownership, acquisition or disposition of securities of the
Company; and

	3.  Do all acts necessary in order to file such forms with the SEC,
any securities exchange or national association, the Company and such other
person or agency as the attorney-in-fact shall deem appropriate.

      The undersigned hereby ratifies and confirms all that said attorneys-in-
fact and agent shall do or cause to be done by virtue hereof.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16
of the Securities Exchange Act of 1934 (as amended).

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to
the Company and the foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as August 3, 2022.

      					Signature: /s/ Clarence Ewell

      					Print Name:  Clarence Ewell











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