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

Role
Global Head of Real Estate
Signature
/s/ Ruby Alexander Attorney-in-Fact Martin Picard
Issuer symbol
SOND
Transactions as of
18 Jan 2022
Net transactions value
$0
Form type
4
Filing time
18 Jan 2022, 19:02:59 UTC
Next filing
16 May 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SOND Common Stock Award $0 +51,400 $0.000000 51,400 18 Jan 2022 Direct F1, F2

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 +46,332 $0.000000 46,332 18 Jan 2022 Common Stock 46,332 $0.8900 Direct F1, F3, F4
transaction SOND Stock Option (Right to Buy) Award $0 +25,740 $0.000000 25,740 18 Jan 2022 Common Stock 25,740 $0.6700 Direct F1, F3, F5
transaction SOND Stock Option (Right to Buy) Award $0 +28,313 $0.000000 28,313 18 Jan 2022 Common Stock 28,313 $0.6700 Direct F1, F3, F5
transaction SOND Stock Option (Right to Buy) Award $0 +1,544 $0.000000 1,544 18 Jan 2022 Common Stock 1,544 $1.39 Direct F1, F3, F4
transaction SOND Stock Option (Right to Buy) Award $0 +154 $0.000000 154 18 Jan 2002 Common Stock 154 $1.39 Direct F1, F3, F4
transaction SOND Stock Option (Right to Buy) Award $0 +243,242 $0.000000 243,242 18 Jan 2022 Common Stock 243,242 $1.39 Direct F1, F3, F5
transaction SOND Stock Option (Right to Buy) Award $0 +165,095 $0.000000 165,095 18 Jan 2022 Common Stock 165,095 $1.39 Direct F1, F3, F4
transaction SOND Stock Option (Right to Buy) Award $0 +77 $0.000000 77 18 Jan 2022 Common Stock 77 $2.85 Direct F1, F3, F4
transaction SOND Stock Option (Right to Buy) Award $0 +1,376 $0.000000 1,376 18 Jan 2022 Common Stock 1,376 $2.85 Direct F1, F3, F4
transaction SOND Stock Option (Right to Buy) Award $0 +177,605 $0.000000 177,605 18 Jan 2022 Common Stock 177,605 $2.85 Direct F1, F3, F5
transaction SOND Stock Option (Right to Buy) Award $0 +1,487 $0.000000 1,487 18 Jan 2022 Common Stock 1,487 $3.00 Direct F1, F3, F6
transaction SOND Stock Option (Right to Buy) Award $0 +61,776 $0.000000 61,776 18 Jan 2022 Common Stock 61,776 $2.93 Direct F1, F3, F4
transaction SOND Stock Option (Right to Buy) Award $0 +243,391 $0.000000 243,391 18 Jan 2022 Common Stock 243,391 $6.09 Direct F1, F3, F5
transaction SOND Stock Option (Right to Buy) Award $0 +23,166 $0.000000 23,166 18 Jan 2022 Common Stock 23,166 $8.23 Direct F1, F3, F5
* 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 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.
F3 Pursuant to the terms of the Merger Agreement, at the closing of the Business Combination, then outstanding and unexercised options of Private Company Sonder ("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.
F4 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.
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.
F6 100% of the shares subject to the option became vested and exercisable on the Exercisable Date set forth above.