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

Role: Director
Signature: NANCY TELLEM, 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, 04:31 PM
Previous filing: Jun 21, 2022
Next filing: Sep 6, 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	GGPI	Class F Common Stock, par value $0.0001 per share	Disposed to Issuer	$0	-25K	-100%	$0.00^*	0	Jun 23, 2022	Class A Common Stock, par value $0.0001 per share	25K		Direct	F1, F2

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

Nancy Tellem 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, each Class F Share 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.

Content

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).

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, each Class F Share 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.