Sec Form 3 Filing - Guitton Maurice @ META MATERIALS INC. - 2021-06-28

FORM 3 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 Guitton Maurice 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O META MATERIALS INC., 1 RESEARCH DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 06/28/2021 (Street) DARTMOUTH, A5B2Y 4M9 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Common Stock 14,966 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 Stock Option (Right to Buy) $ 0.27 ( 1 ) 04/30/2026 Common Stock 434,820 D Stock Option (Right to Buy) $ 0.27 ( 2 ) 08/09/2029 Common Stock 225,879 D Stock Option (Right to Buy) $ 0.27 ( 3 ) 03/23/2030 Common Stock 553,500 D Deferred Stock Units ( 4 ) ( 4 ) ( 4 ) Common Stock 228,318 D Deferred Stock Units ( 4 ) ( 4 ) ( 4 ) Common Stock 106,548 D Warrant (Right to Buy) $ 0.39 ( 5 ) 03/05/2022 Common Stock 7,483 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Guitton Maurice C/O META MATERIALS INC. 1 RESEARCH DRIVE DARTMOUTH, A5B2Y 4M9 X Signatures /s/ Ken Rice, as Attorney-in-Fact 07/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Subject to the reporting person continuing to provide services to the company through each vesting event, 50% of the shares subject to the option will vest annually over two years beginning on April 30, 2017, such that the shares are fully vested on April 30, 2018. ( 2 )100% of the shares subject to the option vest on August 9, 2019. ( 3 )Subject to the reporting person continuing to provide services to the company through each vesting event, 1/3 of the shares subject to the option will vest annually over three years beginning on March 23, 2021, such that the shares are fully vested on March 23, 2023. ( 4 )Each Deferred Stock Unit (DSU) represents a vested right to receive the value of one share of the Company's common stock on the applicable settlement dates. DSUs do not have an expiration date. ( 5 )Warrant is immediately exercisable.

Remarks: Exhibit 24 - Power of Attorney

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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