HRM Holdings II LLC - Jan 18, 2021 Form 4 Insider Report for Sonder Holdings, Inc. (SOND)

Role: Director
Signature: By: /s/ Dean Metropoulos, managing member of HRM Holdings II LLC
Stock symbol: SOND
Transactions as of: Jan 18, 2021
Transactions value $: $0
Form type: 4
Date filed: 1/20/2022, 05:06 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	+426K		$0.00	426K	Jan 18, 2021	Direct	F1, F2, F3, F6

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, F4, F6
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	F5, F6

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

HRM Holdings 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). (Con't in FN2)
F2	(Con't from FN1) 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 were held of record by HRM Holdings II LLC ("HRM"). Dean Metropoulos is the managing member of HRM (and together with HRM, the "Reporting Persons").
F4	The securities reported in this transaction were held of record by Gores Metropoulos Sponsor II, LLC ("Sponsor"), of which HRM Holdings II LLC ("HRM") is a managing member. 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.
F5	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.
F6	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.