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

Role: Chief Executive Officer, Director
Signature: /s/ Ruby Alexander Attorney-in Fact for Francis Davidson
Stock symbol: SOND
Transactions as of: Dec 1, 2022
Transactions value $: $0
Form type: 4
Date filed: 12/7/2022, 06:27 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		-4.73M	-100%		0	Dec 1, 2022	Common Stock	4.73M	$6.09	Direct	F1, F2
transaction	SOND	Employee stock option (right to buy)	Award		+4.73M			4.73M	Dec 1, 2022	Common Stock	4.73M	$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") received 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 and an adjustment of the vesting of the option award pursuant to the Offer.
F4	Pursuant to the terms of the Offer, on December 1, 2022 repriced option received a modified vesting schedule. 1/3 of the shares underlying the Repriced Option shall become vested and exercisable upon the occurrence each of the following events: (i) the applicable market value target set forth in the option agreement is met by the issuer on or before December 31, 2023, (ii) the applicable market value target set forth in the option agreement is met by the issuer on or before December 31, 2024, and (iii) the applicable market value target set forth in the option agreement is met by the issuer on or before December 31, 2025, provided in each case that the Reporting Person remains a service provider to the issuer as of the applicable vesting date. Notwithstanding the foregoing, if any of the above targets are met before December 1, 2023, that portion of the shares underlying the Repriced Option shall not become vested and exercisable until such date.