Gores Sponsor V LLC - Aug 4, 2021 Form 4 Insider Report for Ardagh MP USA Inc. (GRSV)

Role
Director, 10%+ Owner
Signature
Gores Sponsor V LLC, By: /s/ Andrew McBride, Attorney-in-Fact
Stock symbol
GRSV
Transactions as of
Aug 4, 2021
Transactions value $
$0
Form type
4
Date filed
8/6/2021, 03:50 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GRSV Class A Common Stock, par value $0.0001 per share Options Exercise $0 +9.77M $0.00 9.77M Aug 4, 2021 See footnotes F1, F2, F9
transaction GRSV Class A Common Stock, par value $0.0001 per share Disposed to Issuer $0 -9.77M -100% $0.00* 0 Aug 4, 2021 See footnotes F2, F3, F9

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GRSV Class F Common Stock, par value $0.0001 per share Disposed to Issuer -3.28M -25.14% 9.77M Aug 4, 2021 Class A Common Stock, par value $0.0001 per share 3.28M See footnotes F2, F4, F5, F9
transaction GRSV Class F Common Stock, par value $0.0001 per share Options Exercise -9.77M -100% 0 Aug 4, 2021 Class A Common Stock, par value $0.0001 per share 9.77M See footnotes F2, F4, F6, F9
transaction GRSV Warrants to Purchase Shares of Class A Common Stock Award +6.25M 6.25M Aug 4, 2021 Class A Common Stock, par value $0.0001 per share 6.25M $11.50 See footnotes F2, F7, F9
transaction GRSV Warrants to Purchase Shares of Class A Common Stock Disposed to Issuer -6.25M -100% 0 Aug 4, 2021 Class A Common Stock, par value $0.0001 per share 6.25M $11.50 See footnotes F2, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gores Sponsor V LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On August 4, 2021, pursuant to that certain Business Combination Agreement, dated as of February 22, 2021, by and among Gores Holdings V, Inc. (the "Issuer"), Ardagh Metal Packaging S.A. ("AMPSA") and the other parties thereto, the Issuer completed its initial business combination (the "Business Combination"). As a result of the Business Combination, each outstanding share of Class F Common Stock of the Issuer was automatically converted into a share of Class A Common Stock of the Issuer.
F2 The securities reported in this transaction are held of record by Gores Sponsor VI LLC ("Sponsor"). AEG Holdings, LLC ("AEG") is the managing member of Sponsor. 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 Sponsor.
F3 As a result of the Business Combination, each outstanding share of Class A Common Stock of the Issuer was converted into a share of AMPSA.
F4 The shares of Class F Common Stock of the Issuer have no expiration date and (i) were convertible into shares of Class A Common Stock of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) automatically converted into shares of Class A Common Stock of the Issuer at the time of the Business Combination.
F5 Pursuant to the terms of the Business Combination, Sponsor forfeited 3,281,250 shares of Class F Common Stock of the Issuer in connection with the Business Combination.
F6 As a result of the Business Combination, each outstanding share of Class F Common Stock of the Issuer was automatically converted into a share of Class A Common Stock of the Issuer.
F7 The warrants were purchased by Sponsor on August 10, 2020. 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.
F8 As a result of the Business Combination, each outstanding warrant to purchase shares of Class A Common Stock of the Issuer was converted into a warrant to purchase shares of AMPSA.
F9 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 Securities Exchange Act of 1934, as amended, 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.