Sec Form 4 Filing - Metropoulos C. Dean @ Gores Metropoulos, Inc. - 2019-03-18

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 Metropoulos C. Dean 2. Issuer Name and Ticker or Trading Symbol Gores Metropoulos, Inc. [ GMHI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman (Last) (First) (Middle) 200 GREENWICH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/18/2019 (Street) GREENWICH, CT06830 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

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 F Common Stock ( 1 ) 03/18/2019 D( 2 ) 390,625 ( 1 ) ( 1 ) Class A Common Stock 390,625 ( 2 ) 4,962,500 I See Footnotes ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relations hips Director 10% Owner Officer Other Metropoulos C. Dean 200 GREENWICH AVENUE GREENWICH, CT06830 X X Chairman HRM Holdings LLC 200 GREENWICH AVENUE GREENWICH, CT06830 X X Signatures By: /s/ C. Dean Metropoulos 03/20/2019 Signature of Reporting Person Date By: HRM Holdings LLC, /s/ C. Dean Metropoulos 03/20/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos, Inc. (the "Issuer"), shares of Class F common stock, par value $0.0001 per share (the "Class F Shares") have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-228739). ( 2 )Consists of the Reporting Persons' (as defined below) pecuniary interest in 390,625, or 50%, of the aggregate of 781,250 shares of Class F common stock forfeited by Gores Metropoulos Sponsor LLC ("Sponsor"), of which HRM Holdings LLC (together with C. Dean Metropoulos, the "Reporting Persons") is a managing member. The Sponsor forfeited the 781,250 shares of Class F common stock to the Issuer for no consideration, which was exempted pursuant to Rule 16b-3(e), in connection with the election of the underwriters of the Issuer's initial public offering not to exercise the remaining unused portion of the over-allotment option. ( 3 )Mr. Metropoulos is the managing member of HRM Holdings LLC and various trusts for the benefit of Mr. Metropoulos and members of his immediate family are the members of HRM Holdings LLC. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

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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