Sec Form 4/A Filing - Palikaras Georgios @ META MATERIALS INC. - 2022-06-27

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Palikaras Georgios 2. Issuer Name and Ticker or Trading Symbol META MATERIALS INC. [ MMAT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) C/O META MATERIALS INC., 60 HIGHFIELD PARK DRIVE, SUITE 102 3. Date of Earliest Transaction (MM/DD/YY) 06/27/2022 (Street) DARTMOUTH, A5B3A 4R9 4. If Amendment, Date Original Filed (MM/DD/YY) 06/28/2023 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/27/2023 M 9,082 A 12,247 I By spouse Nadine Geddes Common Stock 1,285,490 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 2 ) 06/27/2022 A 36,325 ( 3 ) 06/27/2032 Common Stock 36,325 $ 1.17 36,325 I By spouse Nadine Geddes Restricted Stock Units ( 1 ) 06/27/2023 M 9,082 ( 1 ) 06/27/2032 Common Stock 9,082 $ 0 27,243 I By spouse Nadine Geddes

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Palikaras Georgios C/O META MATERIALS INC. 60 HIGHFIELD PARK DRIVE, SUITE 102 DARTMOUTH, A5B3A 4R9 X CEO and President Geddes Nadine C/O META MATERIALS INC. 60 HIGHFIELD PARK DRIVE, SUITE 102 DARTMOUTH, A5B3A 4R9 Spouse of CEO Signatures Uzi Sasson, as Attorney-in-Fact 06/28/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person's spouse was granted 36,325 restricted stock units ("RSUs") on June 27, 2022, each of which represents a contingent right to receive one share of the Issuer's common stock. 25% of the RSUs vested on June 27, 2023, 25% of the RSUs will vest on June 27, 2024, 25% of the RSUs will vest on June 27, 2025, and 25% of the RSUs will vest on June 27, 2026, subject to continued service to the Issuer through each vesting date. ( 2 )Each restricted stock unit represents a contingent right tor receive one share of MMAT common stock upon vest. ( 3 )The restricted stock units vest in four equal installments beginning on June 27, 2023 subject to continued service to the Issuer through each vesting date.

Remarks: Exhibit 24.1 - Power of Attorney, Georgios PalikarasExhibit 24.2 - Power of Attorney, Nadine Geddes

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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