Sec Form 4 Filing - Banker Sanjay D @ Gores Metropoulos II, Inc. - 2022-01-18

Insider filing report for Changes in Beneficial Ownership
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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
Banker Sanjay D
2. Issuer Name and Ticker or Trading Symbol
Gores Metropoulos II, Inc. [ SOND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CFO
(Last) (First) (Middle)
C/O SONDER HOLDINGS INC., 101 15TH ST
3. Date of Earliest Transaction (MM/DD/YY)
01/18/2022
(Street)
SAN FRANCISCO, CA94103
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
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) $ 1.39( 1 ) 01/18/2022 A( 2 ) 2,087,420( 1 ) 01/28/2020( 3 ) 01/28/2029 Common Stock 2,087,420 $ 0 2,087,420( 1 ) D
Stock Option (Right to buy) $ 3( 1 ) 01/18/2022 A( 2 ) 2,009( 1 ) 06/15/2020( 4 ) 06/18/2030 Common Stock 2,009 $ 0 2,009( 1 ) D
Stock Option (Right to Buy) $ 2.93( 1 ) 01/18/2022 A( 2 ) 1,544,399( 1 ) 11/05/2020( 3 ) 11/05/2030 Common Stock 1,544,399 $ 0 1,544,399( 1 ) D
Stock Option (Right to Buy) $ 8.23( 1 ) 01/18/2022 A( 2 ) 11,582( 1 ) 10/01/2021( 5 ) 11/11/2031 Common Stock 11,582 $ 0 11,582( 1 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Banker Sanjay D
C/O SONDER HOLDINGS INC.
101 15TH ST
SAN FRANCISCO, CA94103
President and CFO
Signatures
/s/ Ruby Alexander Attorney-in-Fact Sanjay Banker 01/18/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the terms of the Merger Agreement (as defined in footnote 2), at the closing of the Business Combination (as defined in footnote 2), then outstanding and unexercised options of Private Company Sonder (as defined in footnote 2) ("Sonder Stock Options") were automatically converted into an option to acquire a certain number of shares of the Issuer's Common Stock (pursuant to the Option Exchange Ratio as described in the Merger Agreement) at an adjusted exercise price per share (the "Rollover Option"). Each Rollover Option is subject to the same terms and conditions as applicable to the corresponding Private Company Sonder Stock Option immediately prior to the closing of Business Combination, including applicable vesting conditions.
( 2 )Acquired pursuant to the terms of the Agreement and Plan of Merger dated as of April 29, 2021 (as amended, the "Merger Agreement") by and among Sonder Holdings Inc. ("Private Company Sonder"), Gores Metropoulos II, Inc. ("Parent"), Sunshine Merger Sub I, Inc. ("Merger Sub I") and Sunshine Merger Sub II, LLC ("Merger Sub II"), pursuant to which Merger Sub I merged with and into Private Company Sonder ("First Merger") with Private Company Sonder as the surviving corporation and immediately following the First Merger, the surviving corporation merged with and into Merger Sub II with Merger Sub II as the surviving entity and a wholly-owned subsidiary of Parent which changed its name to Sonder Holdings Inc. (the "Issuer"). The foregoing transaction is referred to as the "Business Combination".
( 3 )25% of the shares subject to the option vested and exercisable as of the Exercisable Date set forth above and 1/48th of the shares subject to the option vest monthly thereafter, provided that the Reporting Person remains a service provider to the Issuer on each vest date.
( 4 )100% of the shares subject to the option became vested and exercisable on the Exercisable Date set forth above.
( 5 )1/48th of the shares subject to the option became vested and exercisable on the Exercisable Date set forth above and 1/48th of the shares subject to the option become vested and exercisable each month thereafter, provided that the Reporting Person remains a service provider to the Issuer on each vest date.

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