Sec Form 4 Filing - Banker Sanjay D @ Sonder Holdings Inc. - 2022-12-01

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 Sonder Holdings 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) 12/01/2022 (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 Employee stock option (right to buy) $ 2.93 12/01/2022 D 1,476,066 ( 1 ) 11/05/2030 Common Stock 1,476,066 ( 2 ) 0 D Employee stock option (right to buy) $ 1.74( 3 ) 12/01/2022 A 1,476,066 ( 4 ) 11/05/2030 Common Stock 1,476,066 ( 2 ) 1,476,066 D Employee stock option (right to buy) $ 2.93 12/01/2022 D 68,333 ( 1 ) 11/05/2030 Common Stock 68,333 ( 2 ) 0 D Employee stock option (right to buy) $ 1.74( 3 ) 12/01/2022 A 68,333 ( 4 ) 11/05/2030 Common Stock 68,333 ( 2 ) 68,333 D Employee stock option (right to buy) $ 3 12/01/2022 D 2,009 ( 1 ) 06/18/2030 Common Stock 2,009 ( 2 ) 0 D Employee stock option (right to buy) $ 1.74( 3 ) 12/01/2022 A 2,009 ( 4 ) 06/18/2030 Common Stock 2,009 ( 2 ) 2,009 D Employee stock option (right to buy) $ 8.23 12/01/2022 D 2,186 ( 1 ) 11/11/2031 Common Stock 2,186 ( 2 ) 0 D Employee stock option (right to buy) $ 1.74( 3 ) 12/01/2022 A 2,186 ( 4 ) 11/11/2031 Common Stock 2,186 ( 2 ) 2,186 D Employee stock option (right to buy) $ 8.23 12/01/2022 D 9,396 ( 1 ) 11/11/2031 Common Stock 9,396 ( 2 ) 0 D Employee stock option (right to buy) $ 1.74( 3 ) 12/01/2022 A 9,396 ( 4 ) 11/11/2031 Common Stock 9,396 ( 2 ) 9,396 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 for Sanjay Banker 12/07/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person agreed to certain amendments of their outstanding stock option pursuant to the terms of the issuer's one-time offer to reprice eligible options (the "Offer") described in the Tender Offer Statement on Schedule TO filed by the issuer with the Securities and Exchange Commission on October 18, 2022 (as amended, the "Schedule TO"). On December 1, 2022 (the "Repricing Date") the option award (the "Repriced Option") did not receive a modified vesting schedule. ( 2 )The reporting person agreed to certain amendments of their outstanding stock option pursuant to the terms of the Offer included in the Schedule TO relating to a one-time offer by the issuer to reprice certain eligible options held by eligible employees (as defined in the Schedule TO). ( 3 )This reflects a modification in the exercise price of the option award pursuant to the Offer. ( 4 )Pursuant to a transition agreement entered into by the reporting person and a subsidiary of the issuer on October 15, 2022 (the "Transition Agreement"), 100% of the outstanding and unvested shares subject to the option award will accelerate on December 31, 2022 in connection with the reporting person's termination of employment, subject to the reporting person executing a release of claims in favor of the issuer.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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