Sec Form 4/A Filing - HOM JAMES MING @ SOUNDHOUND AI, INC. - 2024-03-11

Insider filing report for Changes in Beneficial Ownership
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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
HOM JAMES MING
2. Issuer Name and Ticker or Trading Symbol
SOUNDHOUND AI, INC. [ SOUN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Product Officer
(Last) (First) (Middle)
C/O SOUNDHOUND AI, INC., 5400 BETSY ROSS DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/11/2024
(Street)
SANTA CLARA, CA95054
4. If Amendment, Date Original Filed (MM/DD/YY)
03/13/2024
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Class A Common Stock 03/11/2024 S( 1 ) 50,416 D $ 5.972 ( 2 ) 512,732 ( 3 ) 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
Class B Common Stock ( 4 ) 03/13/2024 S( 1 ) 200,000 ( 4 ) ( 4 ) Class A Common Stock 200,000 $ 8.0089 ( 5 ) 2,012,588 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HOM JAMES MING
C/O SOUNDHOUND AI, INC.
5400 BETSY ROSS DRIVE
SANTA CLARA, CA95054
X Chief Product Officer
Signatures
/s /Warren Heit, attorney-in-fact for HOM JAMES MING 03/21/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in December 2023.
( 2 )This transaction was executed in multiple trades during the day at prices ranging from $5.69 to 6.25. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
( 3 )Includes 5,853 shares of common stock acquired in November 2023 through the SoundHound AI, Inc. 2022 Employee Stock Purchase Plan.
( 4 )Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the reporting person or automatically or on the earliest to occur of certain events specified. The Class B Common Stock has no expiration date.
( 5 )On March 13, 2024, a 10b5-1 transaction executed and sold 200,000 shares of this reporting person's Class B Common Stock, resulting in the automatic conversion of such shares into Class A Common Stock upon execution of the sale. This transaction was executed in multiple trades during the day at prices ranging from $8.00 to $8.06. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

Remarks:
The Form 4, as originally filed, incorrectly reported a sale of Class B common shares. Mr. Hom sold 50,416 Class A common shares on March 11, 2024.

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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