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^*

Rothenberg Philip L

(Last)

(First)

(Middle)

C/O SONDER HOLDINGS INC.

101 15TH ST

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

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)
General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/18/2022

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

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

X	Form filed by One Reporting Person
	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)
Stock Option (Right to Buy)	$1.39⁽¹⁾	01/18/2022		A⁽²⁾		783,009⁽¹⁾		11/05/2019⁽³⁾	01/28/2029	Common Stock	783,009	$0.00	783,009⁽¹⁾	D
Stock Option (Right to Buy)	$3⁽¹⁾	01/18/2022		A⁽²⁾		771⁽¹⁾		03/23/2021⁽³⁾	06/18/2030	Common Stock	771	$0.00	771⁽¹⁾	D
Stock Option (Right to Buy)	$3⁽¹⁾	01/18/2022		A⁽²⁾		1,621⁽¹⁾		06/15/2020⁽⁴⁾	06/18/2030	Common Stock	1,621	$0.00	1,621⁽¹⁾	D
Stock Option (Right to Buy)	$2.93⁽¹⁾	01/18/2022		A⁽²⁾		23,165⁽¹⁾		11/05/2021⁽³⁾	11/05/2030	Common Stock	23,165	$0.00	23,165⁽¹⁾	D
Stock Option (Right to Buy)	$6.09⁽¹⁾	01/18/2022		A⁽²⁾		40,848⁽¹⁾		03/01/2021⁽⁵⁾	02/19/2031	Common Stock	40,848	$0.00	40,848⁽¹⁾	D
Stock Option (Right to Buy)	$8.79⁽¹⁾	01/18/2022		A⁽²⁾		231,659⁽¹⁾		07/01/2021⁽⁶⁾	08/09/2031	Common Stock	231,659	$0.00	231,659⁽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	$0.00	11,582⁽¹⁾	D

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 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 as of the Exercisable Date set forth above and 1/48th of the shares subject to the option vest monthly thereafter, subject to Reporting Person remaining as 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.

6. 1/24th of the shares subject to the option became vested and exercisable on the Exercisable Date set forth above and 1/24th 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.

Remarks:

	/s/ Ruby Alexander Attorney-in-Fact Philip Rothenberg	01/18/2022
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Rothenberg Philip L