GM Sponsor II, LLC - Jan 18, 2022 Form 4 Insider Report for Sonder Holdings, 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 18, 2022
Transactions value $
$78,096,240
Form type
4
Date filed
1/20/2022, 03:15 PM
Previous filing
Jan 13, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SOND Class A Common Stock, par value $0.0001 per share Options Exercise $0 +9.47M $0.00 9.47M Jan 18, 2022 See footnotes F1, F2, F3, F7
transaction SOND Class A Common Stock, par value $0.0001 per share Award $78.1M +7.81M $10.00 7.81M Jan 18, 2022 See footnotes F4, F7

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 Disposed to Issuer $0 -1.28M -100% $0.00* 0 Jan 18, 2022 Class A Common Stock, par value $0.0001 per share 1.28M See footnotes F1, F2, F5, F7
transaction SOND Class F Common Stock, par value $0.0001 per share Options Exercise $0 -9.47M -100% $0.00* 0 Jan 18, 2022 Class A Common Stock, par value $0.0001 per share 9.47M See footnotes F1, F2, F3, F7
transaction SOND Warrants to Purchase Shares of Class A Common Stock Award $0 +2.75M $0.00 2.75M Jan 18, 2022 Class A Common Stock, par value $0.0001 per share 2.75M $11.50 See footnotes F3, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

GM Sponsor II, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

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 (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.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.