Sanjay Banker - Jan 18, 2022 Form 4 Insider Report for Gores Metropoulos II, Inc. (SOND)

Role: President and CFO
Signature: /s/ Ruby Alexander Attorney-in-Fact Sanjay Banker
Stock symbol: SOND
Transactions as of: Jan 18, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/18/2022, 06:56 PM
Next filing: May 16, 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	SOND	Stock Option (Right to Buy)	Award	$0	+2.09M		$0.00	2.09M	Jan 18, 2022	Common Stock	2.09M	$1.39	Direct	F1, F2, F3
transaction	SOND	Stock Option (Right to buy)	Award	$0	+2.01K		$0.00	2.01K	Jan 18, 2022	Common Stock	2.01K	$3.00	Direct	F1, F2, F4
transaction	SOND	Stock Option (Right to Buy)	Award	$0	+1.54M		$0.00	1.54M	Jan 18, 2022	Common Stock	1.54M	$2.93	Direct	F1, F2, F3
transaction	SOND	Stock Option (Right to Buy)	Award	$0	+11.6K		$0.00	11.6K	Jan 18, 2022	Common Stock	11.6K	$8.23	Direct	F1, F2, F5

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

Explanation of Responses:

Id	Content
F1	Pursuant to the terms of the Merger Agreement (as defined in footnote 2), at the closing of the Business Combination (as defined in footnote 2), then outstanding and unexercised options of Private Company Sonder (as defined in footnote 2) ("Sonder Stock Options") were automatically converted into an option to acquire a certain number of shares of the Issuer's Common Stock (pursuant to the Option Exchange Ratio as described in the Merger Agreement) at an adjusted exercise price per share (the "Rollover Option"). Each Rollover Option is subject to the same terms and conditions as applicable to the corresponding Private Company Sonder Stock Option immediately prior to the closing of Business Combination, including applicable vesting conditions.
F2	Acquired pursuant to the terms of the Agreement and Plan of Merger dated as of April 29, 2021 (as amended, the "Merger Agreement") by and among Sonder Holdings Inc. ("Private Company Sonder"), Gores Metropoulos II, Inc. ("Parent"), Sunshine Merger Sub I, Inc. ("Merger Sub I") and Sunshine Merger Sub II, LLC ("Merger Sub II"), pursuant to which Merger Sub I merged with and into Private Company Sonder ("First Merger") with Private Company Sonder as the surviving corporation and immediately following the First Merger, the surviving corporation merged with and into Merger Sub II with Merger Sub II as the surviving entity and a wholly-owned subsidiary of Parent which changed its name to Sonder Holdings Inc. (the "Issuer"). The foregoing transaction is referred to as the "Business Combination".
F3	25% of the shares subject to the option vested and exercisable as of the Exercisable Date set forth above and 1/48th of the shares subject to the option vest monthly thereafter, provided that the Reporting Person remains a service provider to the Issuer on each vest date.
F4	100% of the shares subject to the option became vested and exercisable on the Exercisable Date set forth above.
F5	1/48th of the shares subject to the option became vested and exercisable on the Exercisable Date set forth above and 1/48th of the shares subject to the option become vested and exercisable each month thereafter, provided that the Reporting Person remains a service provider to the Issuer on each vest date.