Gores Guggenheim Sponsor LLC - Jun 23, 2022 Form 4 Insider Report for Gores Guggenheim, Inc. (GGPI)

Role
Director, 10%+ Owner
Signature
GORES GUGGENHEIM SPONSOR LLC, By: /s/ Andrew McBride, Attorney-in-Fact
Stock symbol
GGPI
Transactions as of
Jun 23, 2022
Transactions value $
$0
Form type
4
Date filed
6/27/2022, 04:30 PM
Previous filing
May 7, 2021

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 GGPI Class F Common Stock, par value $0.0001 per share Disposed to Issuer $0 -1.54M -7.73% $0.00 18.4M Jun 23, 2022 Class A Common Stock, par value $0.0001 per share 1.54M Direct F1, F2
transaction GGPI Class F Common Stock, par value $0.0001 per share Disposed to Issuer $0 -18.4M -100% $0.00* 0 Jun 23, 2022 Class A Common Stock, par value $0.0001 per share 18.4M Direct F1, F3
transaction GGPI Warrants to Purchase Shares of Class A Common Stock Disposed to Issuer $0 -9M -100% $0.00* 0 Jun 23, 2022 Class A Common Stock, par value $0.0001 per share 9M $11.50 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gores Guggenheim Sponsor 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 Guggenheim, 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. 333-253338).
F2 On June 23, 2022, pursuant to that certain Business Combination Agreement, dated as of September 27, 2021, by and among the Issuer, Polestar Automotive Holding UK Limited ("Polestar") and the other parties thereto, as amended by Amendment No. 1 thereto, dated as of December 17, 2021, Amendment No. 2 thereto, dated as of March 24, 2022, and Amendment No. 3 thereto, dated as of April 21, 2022, the Issuer completed its initial business combination (the "Business Combination"). Pursuant to the terms of the Business Combination, Sponsor forfeited 1,540,835 Class F Shares immediately prior to the consummation of the Business Combination.
F3 Pursuant to the terms of the Business Combination, each remaining Class F Share following the forfeiture described in Note 2 above was converted in the Business Combination into the right to receive one American Depositary Share with respect to an underlying Class A ordinary share of Polestar.
F4 Pursuant to the terms of the Business Combination, each of the Issuer's outstanding warrants to purchase Class A Shares was converted in the Business Combination into the right to receive American Depositary Securities with respect to certain securities issuable by Polestar.