| 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 | -770K | -7.97% | $0.00 | 8.89M | Jun 23, 2022 | Class A Common Stock, par value $0.0001 per share | 770K | See footnotes | F1, F2, F3, F4, F5 | |
| transaction | GGPI | Class F Common Stock, par value $0.0001 per share | Sale | -78.4K | -0.88% | 8.81M | Jun 23, 2022 | Class A Common Stock, par value $0.0001 per share | 78.4K | See footnotes | F1, F4, F5, F6 | |||
| transaction | GGPI | Class F Common Stock, par value $0.0001 per share | Disposed to Issuer | $0 | -8.81M | -100% | $0.00* | 0 | Jun 23, 2022 | Class A Common Stock, par value $0.0001 per share | 8.81M | See footnotes | F1, F4, F5, F7 | |
| transaction | GGPI | Warrants to Purchase Shares of Class A Common Stock | Disposed to Issuer | $0 | -4.5M | -100% | $0.00* | 0 | Jun 23, 2022 | Class A Common Stock, par value $0.0001 per share | 4.5M | $11.50 | See footnotes | F4, F5, F8 |
GGP Sponsor Holdings, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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, Gores Guggenheim Sponsor LLC ("Sponsor") forfeited 1,540,835 Class F Shares immediately prior to the consummation of the Business Combination. Consists of the Reporting Persons' (as defined below) pecuniary interest in 770,417, or 50%, of the Class F Shares forfeited by Sponsor, of which GGP Sponsor Holdings LLC ("GGP") is a managing member. |
| F3 | (Continued from Footnote 2) Sponsor also issued units with a pecuniary interest with respect to 100,000 Class F Shares to a third-party and reserved units with respect to 500,000 Class F Shares for future issuance, further reducing GGP's pecuniary interest to an indirect interest in 8,892,083 Class F Shares. |
| F4 | Andrew M. Rosenfield is the sole manager of GGP (and together with GGP, 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. |
| F5 | Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (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. |
| F6 | Immediately following the forfeiture described in Note 2 above and prior to the consummation of the Business Combination, GGP transferred interests in Sponsor with respect to a pecuniary interest in 78,426 Class F Shares to AEG Holdings, LLC, an affiliate of the other managing member of Sponsor ("AEG"), in consideration for AEG's assumption of GGP's obligation to purchase ordinary shares of Polestar in connection with the Business Combination. |
| F7 | Pursuant to the terms of the Business Combination, each remaining Class F Share following the transactions described 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. |
| F8 | 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. The Reporting Persons' pecuniary interest in 50% of the aggregate of 9,000,000 warrants held by Sponsor was unchanged by the transactions described in Note 3 above. |