Prashant Gupta - Nov 6, 2024 Form 3 Insider Report for Sonder Holdings Inc. (SOND)

Role: 10%+ Owner
Signature: /s/ Prashant Gupta
Stock symbol: SOND
Transactions as of: Nov 6, 2024
Transactions value $: $0
Form type: 3
Date filed: 11/27/2024, 04:46 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	SOND	Common Stock						450K	Nov 6, 2024	See Footnote	F1

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
holding	SOND	Series A Convertible Preferred Stock							Nov 6, 2024	Common Stock	3M		See Footnote	F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	Consists of 438,000 shares of common stock, par value $0.0001 (the "Common Stock") of Sonder Holdings Inc. (the "Issuer") held by the Prashant Gupta 2015 Revocable Trust ("PG 2015 Trust") and 12,000 shares of Common Stock held by the NEEM 2020 Trust ("NEEM Trust"). As the Trustee of the PG 2015 Trust and the NEEM Trust, Mr. Gupta may be deemed to beneficially own the shares of Common Stock held by the PG 2015 Trust and the NEEM Trust.
F2	Subject to the Beneficial Ownership Limitation (as defined below), the shares of Series A Convertible Preferred Stock, par value $0.0001 (the "Series A Preferred Stock") are convertible at any time into a number of shares of Common Stock equal to (x) the liquidation preference, plus an amount equal to all accumulated and unpaid dividends on such shares (including dividends accrued and unpaid on previously unpaid dividends) divided by (y) a conversion price of the lower of (i) $1.00 and (ii) a 10% discount to the lowest daily volume-weighted average price of the Common Stock in the 7 trading days prior to the date of conversion, subject to a minimum conversion price of $0.50. The number of shares of Common Stock and Series A Preferred Stock included herein excludes any shares of Series A Preferred Stock issuable with respect to accrued and unpaid dividends and shares of Common Stock issuable upon the conversion thereof.
F3	Effective November 15, 2024, the Reporting Persons elected to be subject to a beneficial ownership limitation pursuant to which the Reporting Persons will not be entitled to convert any shares of Series A Preferred Stock held by them that, upon giving effect to such conversion, would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons to exceed 4.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Limitation").
F4	Consists of 3,000,000 shares of Series A Preferred Stock held by the RAASHI 2021 GST Trust ("RAASHI Trust" and, together with Mr. Gupta, PG 2015 Trust and NEEM Trust, the "Reporting Persons"). As the Trustee of the RAASHI Trust, Mr. Gupta may be deemed to beneficially own the shares of Series A Preferred Stock held by the RAASHI Trust.