Sanjay Banker - Dec 1, 2022 Form 4 Insider Report for Sonder Holdings Inc. (SOND)

Role
President and CFO
Signature
/s/ Ruby Alexander Attorney-in Fact for Sanjay Banker
Stock symbol
SOND
Transactions as of
Dec 1, 2022
Transactions value $
$0
Form type
4
Date filed
12/7/2022, 06:18 PM
Previous filing
May 16, 2022
Next filing
Jan 3, 2023

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 Employee stock option (right to buy) Disposed to Issuer -1.48M -100% 0 Dec 1, 2022 Common Stock 1.48M $2.93 Direct F1, F2
transaction SOND Employee stock option (right to buy) Award +1.48M 1.48M Dec 1, 2022 Common Stock 1.48M $1.74 Direct F2, F3, F4
transaction SOND Employee stock option (right to buy) Disposed to Issuer -68.3K -100% 0 Dec 1, 2022 Common Stock 68.3K $2.93 Direct F1, F2
transaction SOND Employee stock option (right to buy) Award +68.3K 68.3K Dec 1, 2022 Common Stock 68.3K $1.74 Direct F2, F3, F4
transaction SOND Employee stock option (right to buy) Disposed to Issuer -2.01K -100% 0 Dec 1, 2022 Common Stock 2.01K $3.00 Direct F1, F2
transaction SOND Employee stock option (right to buy) Award +2.01K 2.01K Dec 1, 2022 Common Stock 2.01K $1.74 Direct F2, F3, F4
transaction SOND Employee stock option (right to buy) Disposed to Issuer -2.19K -100% 0 Dec 1, 2022 Common Stock 2.19K $8.23 Direct F1, F2
transaction SOND Employee stock option (right to buy) Award +2.19K 2.19K Dec 1, 2022 Common Stock 2.19K $1.74 Direct F2, F3, F4
transaction SOND Employee stock option (right to buy) Disposed to Issuer -9.4K -100% 0 Dec 1, 2022 Common Stock 9.4K $8.23 Direct F1, F2
transaction SOND Employee stock option (right to buy) Award +9.4K 9.4K Dec 1, 2022 Common Stock 9.4K $1.74 Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reporting person agreed to certain amendments of their outstanding stock option pursuant to the terms of the issuer's one-time offer to reprice eligible options (the "Offer") described in the Tender Offer Statement on Schedule TO filed by the issuer with the Securities and Exchange Commission on October 18, 2022 (as amended, the "Schedule TO"). On December 1, 2022 (the "Repricing Date") the option award (the "Repriced Option") did not receive a modified vesting schedule.
F2 The reporting person agreed to certain amendments of their outstanding stock option pursuant to the terms of the Offer included in the Schedule TO relating to a one-time offer by the issuer to reprice certain eligible options held by eligible employees (as defined in the Schedule TO).
F3 This reflects a modification in the exercise price of the option award pursuant to the Offer.
F4 Pursuant to a transition agreement entered into by the reporting person and a subsidiary of the issuer on October 15, 2022 (the "Transition Agreement"), 100% of the outstanding and unvested shares subject to the option award will accelerate on December 31, 2022 in connection with the reporting person's termination of employment, subject to the reporting person executing a release of claims in favor of the issuer.