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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/26/2022 | 3. Issuer Name and Ticker or Trading Symbol SOUNDHOUND AI, INC. [ SOUN ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Class A Common Stock(1) | 750,964 | D | |
Restricted Stock Unit (RSU) | 99,429(2) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Stock Options (Right to buy) | (3) | 05/19/2025 | Class A Common Stock | 222,250 | 1.3894 | D | |
Stock Options (Right to buy) | (4) | 12/15/2026 | Class A Common Stock | 416,719 | 2.1777 | D | |
Stock Options (Right to buy) | (5) | 08/15/2029 | Class A Common Stock | 166,688 | 2.8976 | D |
Explanation of Responses: |
1. Represents the issuance of the Issuer's securities in exchange for securities of SoundHound, Inc. ("SoundHound") pursuant to that certain Merger Agreement, dated as of November 15, 2021, by and among Archimedes Tech SPAC Partners Co., ATSPC Merger Sub, Inc. and SoundHound (the "Transaction"). |
2. Represents Restricted Stock Units ("RSUs") issued in the Transaction in exchange for SoundHound RSUs granted on March 31, 2022. The shares subject to this RSU award shall vest 100% on November 15, 2022. |
3. Represents stock options issued in the Transaction in exchange for SoundHound options granted between October17, 2006 and May19, 2015. The shares subject to the option vested 100% at grant date. |
4. Represents stock options issued in the Transaction in exchange for SoundHound options granted on December 15, 2016. The shares subject to the option vested in 48 equal monthly installments. The stock option is fully vested as of the date of this filing. |
5. Represents stock options issued in the Transaction in exchange for SoundHound options granted on August 15, 2019. The shares subject to the option vested 25% of the shares on January 8, 2019 and the remainder vests in 36 equal monthly installments thereafter, subject to Reporting Person's continuous service through each such vesting date. |
Remarks: |
/s /Warren Heit, attorney-in-fact for STONEHOCKER TIMOTHY | 05/06/2022 | |
** 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 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. |