| 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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Sonder Holdings, Inc. [ SOND ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 01/18/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | ||||||
| Class A Common Stock, par value $0.0001 per share | 01/18/2022 | M(1)(2) | 9,471,554 | A | $0.00 | 9,471,554 | I | See footnotes(3)(7) | ||
| Class A Common Stock, par value $0.0001 per share | 01/18/2022 | A | 7,809,624 | A | $10 | 7,809,624 | I | See footnotes(4)(7) | ||
| 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 | ||||||||
| Class F Common Stock, par value $0.0001 per share | (1)(2) | 01/18/2022 | D(5) | 1,277,285 | (1)(2) | (1)(2) | Class A Common Stock, par value $0.0001 per share | 1,277,285 | $0.00 | 0 | I | See footnotes(5)(7) | |||
| Class F Common Stock, par value $0.0001 per share | (1)(2) | 01/18/2022 | M(1)(2) | 9,471,554 | (1)(2) | (1)(2) | Class A Common Stock, par value $0.0001 per share | 9,471,554 | $0.00 | 0 | I | See footnotes(3)(7) | |||
| Warrants to Purchase Shares of Class A Common Stock | $11.5 | 01/18/2022 | A(6) | 2,750,000 | 02/17/2022 | 01/18/2027 | Class A Common Stock, par value $0.0001 per share | 2,750,000 | $0.00 | 2,750,000 | I | See footnotes(3)(7) | |||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, Inc. (the "Issuer"), shares of Class F common stock, par value $0.0001 per share (the "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. 333-251663). |
| 2. (Continued from Footnote 1) On January 18, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2021, by and among the Issuer, Sonder Holdings Inc. and the other parties thereto, as amended by Amendment No. 1 thereto, dated as of October 27, 2021, the Issuer completed its initial business combination (the "Business Combination"). Upon completion of the Business Combination, the Issuer was renamed Sonder Holdings Inc. As a result of the Business Combination, each share of Class F Common Stock of the Issuer outstanding was automatically converted into a share of Class A Common Stock of the Issuer. |
| 3. The securities reported in this transaction are held of record by GM Sponsor II, LLC ("GM"). 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"). As such, each of AEG and Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by Gores PIPE. |
| 4. The securities reported in this transaction are held of record by Gores PIPE, LLC ("Gores PIPE"). AEG is the managing member of Gores PIPE. Alec Gores is the managing member of AEG. As such, each of AEG and Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by Gores PIPE. |
| 5. The securities reported in this transaction were held of record by Gores Metropoulos Sponsor II, LLC ("Sponsor"). GM is a managing member of Sponsor. As such, each of the Reporting Persons may be deemed to have beneficial ownership of the securities beneficially owned by Sponsor. Pursuant to the terms of the Business Combination, Sponsor forfeited all of the 1,277,285 shares of Class F Common Stock of the Issuer owned thereby in connection with the Business Combination. |
| 6. The warrants were purchased by Sponsor on January 21, 2021 and subsequently distributed by Sponsor to its members in an in-kind distribution. The exercisability of the warrants was conditioned upon completion of the Issuer's initial business combination. The warrants will become exercisable 30 days after the closing of the Business Combination. |
| 7. 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: |
| GM SPONSOR II, LLC, By: /s/ Andrew McBride, Attorney-in-Fact | 01/20/2022 | |
| AEG HOLDINGS, LLC, By: /s/ Andrew McBride, Attorney-in-Fact | 01/20/2022 | |
| ALEC GORES, By: /s/ Andrew McBride, Attorney-in-Fact | 01/20/2022 | |
| ** 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. | ||
