AEG Form 3 Gores Holdings VIII / Alec E Gores ownership change

SEC Form 3

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^*

Gores Sponsor VIII LLC

(Last) (First) (Middle)

C/O GORES HOLDINGS VIII, INC.

6260 LOOKOUT ROAD

(Street)

BOULDER CO 80301

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/24/2021

3. Issuer Name and Ticker or Trading Symbol
Gores Holdings VIII Inc. [ GIIX ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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)

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
Class F Common Stock, par value $0.0001 per share	(1)	(1)	Class A Common Stock, par value $0.0001 per share	8,550,000	(1)	D(2)(3)(4)

1. Name and Address of Reporting Person^*

Gores Sponsor VIII LLC

(Last) (First) (Middle)

C/O GORES HOLDINGS VIII, INC.

6260 LOOKOUT ROAD

(Street)

BOULDER CO 80301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AEG Holdings, LLC

(Last) (First) (Middle)

C/O GORES HOLDINGS VIII, INC.

6260 LOOKOUT ROAD

(Street)

BOULDER CO 80301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gores Alec E

(Last) (First) (Middle)

C/O GORES HOLDINGS VIII, INC.

6260 LOOKOUT ROAD

(Street)

BOULDER CO 80301

(City) (State) (Zip)

Explanation of Responses:

1. Gores Sponsor VIII LLC (the "Sponsor") directly owns 8,550,000 shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of Gores Holdings VIII, Inc. (the "Issuer"), including 1,125,000 Class F Shares that are subject to forfeiture if the underwriter of the Issuer's initial public offering does not exercise in full an option granted to it to cover over-allotments. Such Class F Shares have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-252483).

2. The managing member of the Sponsor is AEG Holdings, LLC ("AEG"). Alec Gores is the managing member of AEG (and together with the Sponsor and AEG, the "Reporting Persons").

3. Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

4. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

Exhibit 24.1 Power of Attorney Exhibit 99.1 Joint Filer Information

	/s/ Andrew McBride, Attorney-in-Fact for Gores Sponsor VIII LLC	02/24/2021
	/s/ Andrew McBride, Attorney-in-Fact for AEG Holdings, LLC	02/24/2021
	/s/ Andrew McBride, Attorney-in-Fact for Alec Gores	02/24/2021
	** Signature of Reporting Person	Date
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