Sec Form 4 Filing - Welch Thomas Gordon @ META MATERIALS INC. - 2021-11-15

FORM 4 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 Welch Thomas Gordon 2. Issuer Name and Ticker or Trading Symbol META MATERIALS INC. [ MMAT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 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) 11/15/2021 (Street) DARTMOUTH, A5B2Y 4M9 4. If Amendment, Date Original Filed (MM/DD/YY) 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 11/17/2021 M 600,000 A $ 4.58( 1 ) 615,000 D Common Stock 11/18/2021 S 30,000 D $ 4.3 585,000 D Common Stock 11/19/2021 M 500,000 A $ 4.31( 2 ) 500,000 I By Spouse Common Stock 11/19/2021 S 80,000 D $ 4.37 505,000 D Common Stock 11/22/2021 S 8,000 D $ 4.2 497,000 D Common Stock 11/22/2021 S 9,000 D $ 4.2 491,000 I By Spouse Common Stock 11/24/2021 S 130,000 D $ 4.095( 5 ) 367,000 D Common Stock 11/24/2021 S 125,000 D $ 4.1( 6 ) 366,000 I By Spouse Common Stock 11/29/2021 S 19,000 D $ 4.02 348,000 D Common Stock 11/29/2021 S 23,000 D $ 4.034( 7 ) 343,000 I By Spouse Common Stock 11/30/2021 S 7,000 D $ 3.54 341,000 D Series A Non-Voting Preferred Stock 11/29/2021 S 30,000 D $ 1.75 0 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 Exchangeable Shares ( 3 ) 11/15/2021 G( 4 ) 200,000 ( 3 ) ( 3 ) Common Stock 200,000 ( 3 ) 23,314,309 D Exchangeable Shares ( 3 ) 11/15/2021 G( 4 ) 200,000 ( 3 ) ( 3 ) Common Stock 200,000 ( 3 ) 23,314,309 I By Charity( 4 ) Exchangeable Shares ( 3 ) 11/17/2021 M 600,000 ( 3 ) ( 3 ) Common Stock 600,000 ( 1 ) 22,714,309 D Exchangeable Shares ( 3 ) 11/19/2021 M 500,000 ( 3 ) ( 3 ) Common Stock 500,000 ( 2 ) 22,941,239 I By Spouse Exchangeable Shares ( 3 ) 11/24/2021 G( 4 ) 200,000 ( 3 ) ( 3 ) Common Stock 200,000 ( 3 ) 22,441,239 I By Spouse Exchangeable Shares ( 3 ) 11/24/2021 G( 4 ) 200,000 ( 3 ) ( 3 ) Common Stock 200,000 ( 3 ) 22,441,239 I By Charity( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Welch Thomas Gordon C/O META MATERIALS INC. 1 RESEARCH DRIVE DARTMOUTH, A5B2Y 4M9 X Lambert Anne Barber C/O META MATERIALS INC. 1 RESEARCH DRIVE DARTMOUTH, A5B2Y 4M9 X Signatures /s/ Thomas Welch 12/08/2021 Signature of Reporting Person Date /s/ Anne Lambert 12/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 17, 2021, the reporting person exchanged 600,000 Exchangeable Shares into 600,000 shares of common stock at an exchange price of $4.58, the market price of the common stock on the business day preceding the exchange. ( 2 )On November 19, 2021, the reporting person's spouse exchanged 500,000 Exchangeable Shares into 500,000 shares of common stock at an exchange price of $4.31, the market price of the common stock on the business day preceding the exchange. ( 3 )Each Exchangeable Share, an exchangeable share of Metamaterial Exchangeco Inc., an Ontario corporation, is the economic equivalent of one share of MMAT common stock. Each Exchangeable Share holds a voting interest in Meta Materials Inc. equivalent to a share of common stock of Meta Materials Inc. and will be settled in shares of MMAT common stock upon certain events or at the election of the holder. ( 4 )On November 15, 2021 the reporting person made a charitable gift of 200,000 Exchangeable Shares to a charity in which the reporting person holds decision making influence. On November 17, 2021, the reporting person's spouse made a charitable gift of 200,000 Exchangeable Shares to the same charity. In the hands of the charity, the reporting person and the reporting person's spouse disclaim beneficial ownership in the gifted Exchangeable Shares, and this report should not be deemed an admission that the reporting person is the beneficial owner of the charity's shares for purposes of Section 16 or for any other purpose. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.01 to $4.19, inclusive. The reporting person undertakes to provide to Meta Materials Inc., any security holder of Meta Materials Inc., or the staff of the Securities and Exchange commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (5), (6) and (7) to this Form 4. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.90 to $4.26, inclusive. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.03 to $4.04, inclusive.

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

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