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Filing Details

Accession Number:: 0001209191-22-003601
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-01-18 19:58:18
Reporting Period:: 2022-01-18

Accepted Time:: 2022-01-18 19:58:18
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1819395	Gores Metropoulos Ii Inc.	SOND	Hotels, Rooming Houses, Camps & Other Lodging Places (7000)	852097088

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1875985	Francis Davidson	C/O Sonder Holdings Inc. 101 15Th St San Francisco CA 94103	Chief Executive Officer	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2022-01-18	5,197,040	$0.00	5,197,040	No	4	A	Direct
Common Stock	Disposition	2022-01-18	1,829,268	$8.20	3,367,772	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Special Voting Common Stock	Acquisiton	2022-01-18	7,421,382	$0.00	7,421,382	$0.00
Common Stock	Stock Option (Right to Buy)	Acquisiton	2022-01-18	4,728,634	$0.00	4,728,634	$6.09

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
7,421,382			No	4	A	Direct
4,728,634	2023-12-31	2031-02-15	No	4	A	Direct

Footnotes

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".
A portion of the shares are subject to repurchase by the Issuer, which repurchase rights will lapse as to such shares as set forth in the restricted stock purchase agreement dated as of December 2, 2019 entered into between the Reporting Person and Private Company Sonder, provided that the Reporting Person remains a service provider to the Issuer through such respective repurchase periods.
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.
The shares of Special Voting Common Stock are non-economic, voting shares of the Issuer, which will be redeemed by the Issuer upon the conversion of shares of Series AA Common Exchangeable Preferred Shares of Sonder Canada Inc., a subsidiary of the Issuer, into shares of the Issuer's Common Stock. The Special Voting Common Stock has no expiration date.
Pursuant to the terms of the Merger Agreement, at the closing of the Business Combination, the holders of outstanding Private Company Sonder stock options received an option to purchase Common Stock of the Issuer adjusted for the Option Exchange Ratio set forth in the Merger Agreement.
1/3rd of the shares subject to the option shall become vested and exercisable if the market value target set forth in the option agreement is met by the Company on or before the Exercisable Date set forth above, provided that the Reporting Person remains a service provider to the Company on such vest date. 1/3 of the shares subject to the option shall vest and become exercisable on or before October 19, 2027 and 1/3 of the shares subject to the option shall vest and become exercisable on or before February 19, 2031 if the market value target set forth in the option agreement for each vest date is met by the Company, and provided that the Reporting Person remains a service provider to the Company as of each such date.