Uzi Sasson Form 4 META MATERIALS / Uzi Sasson ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Sasson Uzi

(Last) (First) (Middle)

C/O META MATERIALS INC.

60 HIGHFIELD PARK DRIVE, SUITE 102

(Street)

DARTMOUTH A5 B3A 4R9

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
META MATERIALS INC. [ MMAT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	11/22/2023		A		2,500,000(1)	A	$0	3,433,765	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$0.0795	11/22/2023		A		2,500,000		(2)	11/22/2033	Common Stock	2,500,000	$0.00	2,500,000	D

Explanation of Responses:

1. Reported shares are represented by restricted stock units ("RSUs"), and each RSU is the economic equivalent of one share of Meta Materials Inc. common stock. Subject to the reporting person continuing as a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) from November 22, 2023, the RSUs will vest in equal annual installments over 4 years from November 22, 2023 such that the RSUs are fully vested on the 4-year anniversary of November 22, 2023.

2. Subject to the reporting person continuing to be a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) from November 22, 2023, the shares subject to the stock option shall vest in equal annual installments over 4 years on the same date from November 22, 2023, such that the option is fully vested on the 4-year anniversary of November 22, 2023.

	/s/ Uzi Sasson	11/27/2023
	** 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).
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