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^*

Gores Sponsor V LLC

(Last)

(First)

(Middle)

6260 LOOKOUT ROAD

(Street)

BOULDER

80301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ardagh MP USA Inc. [ GRSV ]

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)
08/04/2021

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)
Class A Common Stock, par value $0.0001 per share	08/04/2021		M⁽¹⁾		9,768,750	A	$0.00	9,768,750	I	See footnotes⁽²⁾⁽⁹⁾
Class A Common Stock, par value $0.0001 per share	08/04/2021		D⁽³⁾		9,768,750	D	$0.00	0	I	See footnotes⁽²⁾⁽⁹⁾

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	⁽⁴⁾	08/04/2021		D⁽⁵⁾			3,281,250	⁽⁴⁾	⁽⁴⁾	Class A Common Stock, par value $0.0001 per share	3,281,250	⁽⁵⁾	9,768,750	I	See footnotes⁽²⁾⁽⁹⁾
Class F Common Stock, par value $0.0001 per share	⁽⁴⁾	08/04/2021		M⁽⁶⁾			9,768,750	⁽⁴⁾	⁽⁴⁾	Class A Common Stock, par value $0.0001 per share	9,768,750	⁽⁶⁾	0	I	See footnotes⁽²⁾⁽⁹⁾
Warrants to Purchase Shares of Class A Common Stock	$11.5	08/04/2021		A⁽⁷⁾		6,250,000		09/03/2021	08/04/2026	Class A Common Stock, par value $0.0001 per share	6,250,000	⁽⁷⁾	6,250,000	I	See footnotes⁽²⁾⁽⁹⁾
Warrants to Purchase Shares of Class A Common Stock	$11.5	08/04/2021		D⁽⁸⁾			6,250,000	09/03/2021	08/04/2026	Class A Common Stock, par value $0.0001 per share	6,250,000	⁽⁸⁾	0	I	See footnotes⁽²⁾⁽⁹⁾

1. Name and Address of Reporting Person^*

Gores Sponsor V LLC

(Last)

(First)

(Middle)

6260 LOOKOUT ROAD

(Street)

BOULDER

80301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AEG Holdings, LLC

(Last)

(First)

(Middle)

6260 LOOKOUT ROAD

(Street)

BOULDER

80301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Gores Alec E

(Last)

(First)

(Middle)

6260 LOOKOUT ROAD

(Street)

BOULDER

80301

(City)

(State)

(Zip)

Explanation of Responses:

1. On August 4, 2021, pursuant to that certain Business Combination Agreement, dated as of February 22, 2021, by and among Gores Holdings V, Inc. (the "Issuer"), Ardagh Metal Packaging S.A. ("AMPSA") and the other parties thereto, the Issuer completed its initial business combination (the "Business Combination"). As a result of the Business Combination, each outstanding share of Class F Common Stock of the Issuer was automatically converted into a share of Class A Common Stock of the Issuer.

2. The securities reported in this transaction are held of record by Gores Sponsor VI LLC ("Sponsor"). AEG Holdings, LLC ("AEG") is the managing member of Sponsor. Alec Gores is the managing member of AEG. As such, each of AEG and Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by Sponsor.

3. As a result of the Business Combination, each outstanding share of Class A Common Stock of the Issuer was converted into a share of AMPSA.

4. The shares of Class F Common Stock of the Issuer have no expiration date and (i) were convertible into shares of Class A Common Stock of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) automatically converted into shares of Class A Common Stock of the Issuer at the time of the Business Combination.

5. Pursuant to the terms of the Business Combination, Sponsor forfeited 3,281,250 shares of Class F Common Stock of the Issuer in connection with the Business Combination.

6. As a result of the Business Combination, each outstanding share of Class F Common Stock of the Issuer was automatically converted into a share of Class A Common Stock of the Issuer.

7. The warrants were purchased by Sponsor on August 10, 2020. The exercisability of the warrants was conditioned upon completion of the Issuer's initial business combination. The warrants will become exercisable 30 days after the closing of the Business Combination.

8. As a result of the Business Combination, each outstanding warrant to purchase shares of Class A Common Stock of the Issuer was converted into a warrant to purchase shares of AMPSA.

9. 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 Securities Exchange Act of 1934, as amended, 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:

	Gores Sponsor V LLC, By: /s/ Andrew McBride, Attorney-in-Fact	08/06/2021
	AEG Holdings, LLC, By: /s/ Andrew McBride, Attorney-in-Fact	08/06/2021
	Alec Gores, By: /s/ Andrew McBride, Attorney-in-Fact	08/06/2021
	** 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).
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SEC Form 4: Gores Sponsor V LLC converted options into 9,768,750 units of Class A Common Stock and returned 9,768,750 units of Class A Common Stock to the company