Sears Janice L. Form 4 Sonder / Janice L. Sears 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^*

Sears Janice L.

(Last) (First) (Middle)

C/O SONDER HOLDINGS INC.

447 SUTTER ST. STE 405 #542

(Street)

SAN FRANCISCO CA 94108

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sonder Holdings Inc. [ SOND ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2025

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	02/13/2025		M		12,517	A	(1)	18,063(2)(3)	D
Common Stock	02/13/2025		M		587	A	(1)	18,650(2)(4)	D
Common Stock	02/13/2025		A		49,689	A	$0	68,339(5)	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
Restricted Stock Units	(1)	02/13/2025		M			12,517	(6)	(6)	Common Stock	12,517(2)	$0	0	D
Restricted Stock Units	(1)	02/13/2025		M			587	(7)	(7)	Common Stock	587(2)	$0	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock.

2. On September 20, 2023 the issuer effected a 1-for-20 reverse stock split (the "Reverse Stock Split"). The number of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

3. Reflects the delayed vesting upon the effectiveness of the issuer's Registration Statement on Form S-8 with respect to the shares of common stock available for issuance under the issuer's 2021 Equity Incentive Plan, as amended, which were due to vest on June 7, 2024. The issuance of the shares of common stock was delayed until the issuer's filing of its delinquent periodic reports.

4. Reflects the delayed vesting upon the effectiveness of the issuer's Registration Statement on Form S-8 with respect to the shares of common stock available for issuance under the issuer's 2021 Equity Incentive Plan, as amended, which were due to vest on August 9, 2024. The issuance of the shares of common stock was delayed until the issuer's filing of its delinquent periodic reports.

5. Represents RSUs granted to the reporting person on February 13, 2025 as compensation for service as a director. The RSUs will vest in full on the earlier of (i) the one-year anniversary of the grant date of February 13, 2024, or (ii) the date of the 2025 annual meeting of shareholders, each subject to the reporting person's continued service as a director through the vesting date. Each RSU represents a contingent right to receive one share of common stock.

6. Represents RSUs granted on June 7, 2023 as compensation for service as a director. The RSUs will vest in full on the earlier of (i) the one-year anniversary of the grant date, or (ii) the date of the issuers 2024 annual meeting of stockholders. Each RSU represents a contingent right to receive one share of common stock. The vesting of these RSUs was delayed upon the effectiveness of the issuer's Registration Statement on Form S-8 with respect to the shares of common stock available for issuance under the issuer's 2021 Equity Incentive Plan, as amended, which were due to vest on June 7, 2023. The issuance of the shares of common stock was delayed until the issuer's filing of its delinquent periodic reports.

7. Represents RSUs granted on August 9, 2021. The RSUs will vest in three equal annual installments beginning on the first anniversary of the the grant date, subject to the reporting person's continued service as a director through the vesting date. Each RSU represents a contingent right to receive one share of common stock. The vesting of these RSUs was delayed upon the effectiveness of the issuer's Registration Statement on Form S-8 with respect to the shares of common stock available for issuance under the issuer's 2021 Equity Incentive Plan, as amended, which were due to vest on August 9, 2024. The issuance of the shares of common stock was delayed until the issuer's filing of its delinquent periodic reports.

Remarks:

EX-24

	/s/ Vanessa Barmack Attorney-in Fact for Janice Sears	02/18/2025
	** Signature of Reporting Person	Date
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