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

Role: Chief Executive Officer, Director
Signature: /s/ Ruby Alexander Attorney-in-Fact for Francis Davidson
Stock symbol: SOND
Transactions as of: Jan 18, 2022
Transactions value $: -$14,999,998
Form type: 4
Date filed: 1/18/2022, 06:58 PM
Next filing: Jan 25, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SOND	Common Stock	Award	$0	+5.2M		$0.00	5.2M	Jan 18, 2022	Direct	F1, F2, F3
transaction	SOND	Common Stock	Sale	-$15M	-1.83M	-35.2%	$8.20^*	3.37M	Jan 18, 2022	Direct	F2, F3

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	Special Voting Common Stock	Award	$0	+7.42M		$0.00	7.42M	Jan 18, 2022	Common Stock	7.42M	$0.00	Direct	F4
transaction	SOND	Stock Option (Right to Buy)	Award	$0	+4.73M		$0.00	4.73M	Jan 18, 2022	Common Stock	4.73M	$6.09	Direct	F5, F6

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

Explanation of Responses:

Id	Content
F1	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".
F2	A portion of the shares are subject to repurchase by the Issuer, which repurchase rights will lapse as to such shares as set forth in the restricted stock purchase agreement dated as of December 2, 2019 entered into between the Reporting Person and Private Company Sonder, provided that the Reporting Person remains a service provider to the Issuer through such respective repurchase periods.
F3	Pursuant to an earnout provision in the Merger Agreement, the Reporting Person is entitled to receive his pro rata portion of additional shares of Common Stock, for no additional consideration, if the daily volume weighted average price (based on such trading day) of one share exceeds certain thresholds for a period of at least 10 days out of 20 consecutive trading days, as adjusted, at any time during the 5 year period beginning on the 180th day following the closing of the Business Combination.
F4	The shares of Special Voting Common Stock are non-economic, voting shares of the Issuer, which will be redeemed by the Issuer upon the conversion of shares of Series AA Common Exchangeable Preferred Shares of Sonder Canada Inc., a subsidiary of the Issuer, into shares of the Issuer's Common Stock. The Special Voting Common Stock has no expiration date.
F5	Pursuant to the terms of the Merger Agreement, at the closing of the Business Combination, the holders of outstanding Private Company Sonder stock options received an option to purchase Common Stock of the Issuer adjusted for the Option Exchange Ratio set forth in the Merger Agreement.
F6	1/3rd of the shares subject to the option shall become vested and exercisable if the market value target set forth in the option agreement is met by the Company on or before the Exercisable Date set forth above, provided that the Reporting Person remains a service provider to the Company on such vest date. 1/3 of the shares subject to the option shall vest and become exercisable on or before October 19, 2027 and 1/3 of the shares subject to the option shall vest and become exercisable on or before February 19, 2031 if the market value target set forth in the option agreement for each vest date is met by the Company, and provided that the Reporting Person remains a service provider to the Company as of each such date.