GM Sponsor II, LLC - Jan 11, 2022 Form 4 Insider Report for Gores Metropoulos II, Inc. (SOND)

Role: Director, 10%+ Owner
Signature: GM SPONSOR II, LLC, By: /s/ Andrew McBride, Attorney-in-Fact
Stock symbol: SOND
Transactions as of: Jan 11, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/13/2022, 03:15 PM
Next filing: Jan 20, 2022

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	SOND	Class F Common Stock, par value $0.0001 per share	Other	$0	-9.9M	-88.57%	$0.00	1.28M	Jan 11, 2022	Class A Common Stock, par value $0.0001 per share	9.9M		See Footnote	F1, F2, F3
transaction	SOND	Class F Common Stock, par value $0.0001 per share	Other	$0	+9.47M		$0.00	9.47M	Jan 11, 2022	Class A Common Stock, par value $0.0001 per share	9.47M		Direct	F1, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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).
F2	On January 11, 2022, Gores Metropoulos Sponsor II, LLC ("Sponsor") made an in-kind distribution of 9,897,715 Class F Shares to its members.
F3	Consists of all of the remaining Class F Shares held by Sponsor, of which the Reporting Persons (as defined below) have a pecuniary interest in a portion thereof. 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.
F4	GM Sponsor II, LLC ("GM") received 9,471,554 Class F Shares in the in-kind distribution described in footnote 2 above.
F5	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.