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

Role: Director, 10%+ Owner
Signature: GORES METROPOULOS SPONSOR II, LLC, By: /s/ Andrew McBride, Attorney-in-Fact
Issuer symbol: SOND
Transactions as of: 11 Jan 2022
Net transactions value: $0
Form type: 4
Filing time: 13 Jan 2022, 15:15:11 UTC
Next filing: 20 Jan 2022
SEC: View on sec.gov

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	-9,897,715	-89%	$0.000000	1,277,285	11 Jan 2022	Class A Common Stock, par value $0.0001 per share	9,897,715		Direct	F1, F2

* 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.

Content

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).

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.