Sec Form 3/A Filing - Palikaras Georgios @ META MATERIALS INC. - 2021-06-28

FORM 3/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 X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (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) 07/08/2021 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 2,650,992 D Common Stock 3,307,775 I Held by Nadine Geddes Common Stock 22,982,397 I See Footnote ( 1 )

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 ( 2 ) 08/09/2029 Common Stock 151,709 D Stock Option (Right to Buy) $ 0.27 ( 3 ) 03/23/2030 Common Stock 2,952,000 D Deferred Stock Units ( 4 ) ( 4 ) ( 4 ) Common Stock 1,461,240 D Warrant (Right to Buy) $ 0.39 ( 5 ) 03/05/2023 Common Stock 7,485 D Stock Option (Right to Buy) $ 0.27 ( 6 ) 12/01/2028 Common Stock 106,549 I Held by Nadine Geddes Stock Option (Right to Buy) $ 0.27 ( 7 ) 12/15/2030 Common Stock 49,813 I Held by Nadine Geddes Deferred Stock Units ( 4 ) ( 4 ) ( 4 ) Common Stock 324,720 I Held by Nadine Geddes

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Palikaras Georgios C/O META MATERIALS INC. 1 RESEARCH DRIVE DARTMOUTH, A5B2Y 4M9 X X CEO and President Geddes Nadine C/O META MATERIALS INC. 1 RESEARCH DRIVE DARTMOUTH, A5B2Y 4M9 X Signatures /s/ Ken Rice, as Attorney-in-Fact 09/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities held by Lamda Guard Technologies Ltd. Georgios Palikaras and Nadine Geddes hold a percentage of Lamda Guard Technologies Ltd. Georgios Palikaras and Nadine Geddes each disclaim beneficial ownership of the shares held by Lamda Guard Technologies Ltd. except to the extent of his or her pecuniary interest therein, if any. ( 2 )100% of the Shares subject to the option vest on March 6, 2020. ( 3 )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 March 23, 2021, such that the shares are fully vested on March 23, 2022. ( 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. ( 6 )Subject to the optionee continuing to provide services to the company, 25% of the shares subject to the option will vest on the one year anniversary of the vesting commencement date, and thereafter the remaining shares subject to the option will vest in equal monthly installments over the next 36 months on the same day of the month as the vesting commencement date. The vesting commencement date is December 1, 2018. ( 7 )Subject to the optionee continuing to provide services to the company, 25% of the shares subject to the option will vest on the one year anniversary of the vesting commencement date, and thereafter the remaining shares subject to the option will vest in equal monthly installments over the next 36 months on the same day of the month as the vesting commencement date. The vesting commencement date is December 15, 2020.

Remarks: Exhibit 24: Powers of Attorney

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

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