GM Sponsor II Form 3 Gores Metropoulos II / 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

GM Sponsor II, LLC

(Last) (First) (Middle)

C/O GORES METROPOULOS II, INC.

6260 LOOKOUT ROAD

(Street)

BOULDER CO 80301

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/19/2021

3. Issuer Name and Ticker or Trading Symbol
Gores Metropoulos II, Inc. [ GMII ]

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)(2)	(1)(2)	Class A Common Stock, par value $0.0001 per share	6,569,375(1)(2)	(1)(2)	I	See Footnotes(1)(2)(3)

1. Name and Address of Reporting Person^*

GM Sponsor II, LLC

(Last) (First) (Middle)

C/O GORES METROPOULOS II, 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 METROPOULOS II, 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 METROPOULOS II, INC.

6260 LOOKOUT ROAD

(Street)

BOULDER CO 80301

(City) (State) (Zip)

Explanation of Responses:

1. Consists of the Reporting Persons' (as defined below) pecuniary interest in 6,569,375, or 57.5%, of the aggregate of 11,425,000 shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of Gores Metropoulos II, Inc. (the "Issuer"), owned directly by Gores Metropoulos Sponsor II, LLC ("Sponsor"), of which GM Sponsor II, LLC ("GM") is a managing member. The Class F Shares owned directly by Sponsor include 1,500,000 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

2. (Continued form Footnote 1) (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. 333-251663).

3. AEG Holdings, LLC ("AEG") is the managing member of GM. Alec Gores is the managing member of AEG (and together with GM and AEG, the "Reporting Persons"). 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. 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 GM Sponsor II, LLC	01/19/2021
	/s/ Andrew McBride, Attorney-in-Fact for AEG Holdings, LLC	01/19/2021
	/s/ Andrew McBride, Attorney-in-Fact for Alec Gores	01/19/2021
	** 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 5 (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.