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^*

Picard Martin

(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)
Global Head of Real Estate

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)
Common Stock	01/18/2022		A⁽¹⁾		51,400⁽²⁾	A	$0.00	51,400⁽²⁾	D

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)	$0.89	01/18/2022		A⁽¹⁾		46,332⁽³⁾		05/05/2016⁽⁴⁾	10/18/2022	Common Stock	46,332	$0.00	46,332⁽³⁾	D
Stock Option (Right to Buy)	$0.67	01/18/2022		A⁽¹⁾		25,740⁽³⁾		05/01/2017⁽⁵⁾	08/03/2027	Common Stock	25,740	$0.00	25,740⁽³⁾	D
Stock Option (Right to Buy)	$0.67	01/18/2022		A⁽¹⁾		28,313⁽³⁾		08/09/2017⁽⁵⁾	11/09/2027	Common Stock	28,313	$0.00	28,313⁽³⁾	D
Stock Option (Right to Buy)	$1.39	01/18/2022		A⁽¹⁾		1,544⁽³⁾		03/28/2018⁽⁴⁾	01/28/2029	Common Stock	1,544	$0.00	1,544⁽³⁾	D
Stock Option (Right to Buy)	$1.39	01/18/2002		A⁽¹⁾		154⁽³⁾		12/14/2019⁽⁴⁾	01/28/2029	Common Stock	154	$0.00	154⁽³⁾	D
Stock Option (Right to Buy)	$1.39	01/18/2022		A⁽¹⁾		243,242⁽³⁾		02/01/2018⁽⁵⁾	01/28/2029	Common Stock	243,242	$0.00	243,242⁽³⁾	D
Stock Option (Right to Buy)	$1.39	01/18/2022		A⁽¹⁾		165,095⁽³⁾		01/28/2020⁽⁴⁾	01/28/2029	Common Stock	165,095	$0.00	165,095⁽³⁾	D
Stock Option (Right to Buy)	$2.85	01/18/2022		A⁽¹⁾		77⁽³⁾		08/13/2020⁽⁴⁾	11/15/2029	Common Stock	77	$0.00	77⁽³⁾	D
Stock Option (Right to Buy)	$2.85	01/18/2022		A⁽¹⁾		1,376⁽³⁾		05/05/2016⁽⁴⁾	02/07/2030	Common Stock	1,376	$0.00	1,376⁽³⁾	D
Stock Option (Right to Buy)	$2.85	01/18/2022		A⁽¹⁾		177,605⁽³⁾		03/04/2020⁽⁵⁾	02/07/2030	Common Stock	177,605	$0.00	177,605⁽³⁾	D
Stock Option (Right to Buy)	$3	01/18/2022		A⁽¹⁾		1,487⁽³⁾		06/15/2020⁽⁶⁾	06/18/2030	Common Stock	1,487	$0.00	1,487⁽³⁾	D
Stock Option (Right to Buy)	$2.93	01/18/2022		A⁽¹⁾		61,776⁽³⁾		11/05/2021⁽⁴⁾	11/05/2030	Common Stock	61,776	$0.00	61,776⁽³⁾	D
Stock Option (Right to Buy)	$6.09	01/18/2022		A⁽¹⁾		243,391⁽³⁾		03/01/2021⁽⁵⁾	02/19/2031	Common Stock	243,391	$0.00	243,391⁽³⁾	D
Stock Option (Right to Buy)	$8.23	01/18/2022		A⁽¹⁾		23,166⁽³⁾		10/01/2021⁽⁵⁾	11/11/2031	Common Stock	23,166	$0.00	23,166⁽³⁾	D

Explanation of Responses:

1. 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".

2. Pursuant to an earnout provision in the Merger Agreement, the Reporting Person is entitled to receive his pro rata portion of additional shares of Common Stock, for no additional consideration, if the daily volume weighted average price (based on such trading day) of one share exceeds certain thresholds for a period of at least 10 days out of 20 consecutive trading days, as adjusted, at any time during the 5 year period beginning on the 180th day following the closing of the Business Combination.

3. Pursuant to the terms of the Merger Agreement, at the closing of the Business Combination, then outstanding and unexercised options of Private Company Sonder ("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.

4. 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.

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. 100% of the shares subject to the option became vested and exercisable on the Exercisable Date set forth above.

Remarks:

	/s/ Ruby Alexander Attorney-in-Fact Martin Picard	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).
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SEC Form 4: Picard Martin was granted 51,400 shares