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

Role
Chief Technology Officer
Signature
/s/ Ruby Alexander Attorney-in-Fact for Satyen Pandya
Stock symbol
SOND
Transactions as of
Jan 18, 2022
Transactions value $
$0
Form type
4
Date filed
1/18/2022, 06:59 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 +1.31M $0.00 1.31M Jan 18, 2022 Common Stock 1.31M $3.18 Direct F1, F2, F3
transaction SOND Stock Option (Right to Buy) Award $0 +76.6K $0.00 76.6K Jan 18, 2022 Common Stock 76.6K $6.09 Direct F1, F2, F4
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, F4
* 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 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 as of the Exercisable Date set forth above and 1/48th of the shares subject to the option vest monthly thereafter, subject to Reporting Person remaining as a service provider to the Issuer on each vest date.
F4 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.