SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GM Sponsor II, LLC

(Last)

(First)

(Middle)

C/O GORES METROPOULOS II, INC.

6260 LOOKOUT ROAD

(Street)

BOULDER

80501

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Gores Metropoulos II, Inc. [ GMII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/11/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class F Common Stock, par value $0.0001 per share	⁽¹⁾	01/11/2022		J⁽²⁾			9,897,715	⁽¹⁾	⁽¹⁾	Class A Common Stock, par value $0.0001 per share	9,897,715	$0.00	1,277,285	I⁽³⁾	See Footnote⁽³⁾
Class F Common Stock, par value $0.0001 per share	⁽¹⁾	01/11/2022		J⁽⁴⁾		9,471,554		⁽¹⁾	⁽¹⁾	Class A Common Stock, par value $0.0001 per share	9,471,554	$0.00	9,471,554	D⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

GM Sponsor II, LLC

(Last)

(First)

(Middle)

C/O GORES METROPOULOS II, INC.

6260 LOOKOUT ROAD

(Street)

BOULDER

80501

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AEG Holdings, LLC

(Last)

(First)

(Middle)

C/O GORES SPONSOR IX LLC

6260 LOOKOUT ROAD

(Street)

BOULDER

80301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Gores Alec E

(Last)

(First)

(Middle)

C/O GORES SPONSOR IX LLC

6260 LOOKOUT ROAD

(Street)

BOULDER

80301

(City)

(State)

(Zip)

Explanation of Responses:

1. Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, 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. 333-251663).

2. On January 11, 2022, Gores Metropoulos Sponsor II, LLC ("Sponsor") made an in-kind distribution of 9,897,715 Class F Shares to its members.

3. Consists of all of the remaining Class F Shares held by Sponsor, of which the Reporting Persons (as defined below) have a pecuniary interest in a portion thereof. 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.

4. GM Sponsor II, LLC ("GM") received 9,471,554 Class F Shares in the in-kind distribution described in footnote 2 above.

5. AEG Holdings, LLC ("AEG") is the managing member of GM. Alec Gores is the managing member of AEG (and together with GM and AEG, the "Reporting Persons"). Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. 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.

Remarks:

	GM SPONSOR II, LLC, By: /s/ Andrew McBride, Attorney-in-Fact	01/13/2022
	AEG HOLDINGS, LLC, By: /s/ Andrew McBride, Attorney-in-Fact	01/13/2022
	ALEC GORES, By: /s/ Andrew McBride, Attorney-in-Fact	01/13/2022
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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