SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Shebl Ahmed

(Last)

(First)

(Middle)

C/O META MATERIALS INC.

60 HIGHFIELD PARK DRIVE, SUITE 102

(Street)

DARTMOUTH

B3A 4R9

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2023

3. Issuer Name and Ticker or Trading Symbol
META MATERIALS INC. [ MMAT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CAO and Interim CFO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	29,667⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	12/15/2030	Common Stock	17,183⁽²⁾	$0.27	D
Stock Option (Right to Buy)	⁽³⁾	03/03/2032	Common Stock	54,428⁽³⁾	$1.58	D
Stock Option (Right to Buy)	⁽⁴⁾	03/03/2032	Common Stock	20,000⁽⁴⁾	$1.58	D

Explanation of Responses:

1. Represents the remaining balance of a restricted stock award granted on March 3, 2022. The remaining balance will vest in equal annual installments beginning on March 3, 2024.

2. Represents the remaining balance of a stock option award granted on December 15, 2020. 7,560 shares subject to the outstanding balance of this stock option award are currently vested. Subject to the reporting person continuing to be a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan), the remaining balance of 9,623 unvested shares will vest in equal monthly installments, such that the option is fully vested on the 4-year anniversary of December 15, 2024.

3. Represents a stock option awarded on March 3, 2022. One-fourth of the shares subject to the stock option are currently vested. Subject to the reporting person continuing to be a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan), the remaining shares subject to the stock option shall vest in equal annual installments over 3 years on the same date from March 3, 2024, such that the option is fully vested on the 4-year anniversary of March 3, 2026.

4. Represents a stock option awarded on March 3, 2022. One-half of the shares subject to the stock option are currently vested. Subject to the reporting person continuing to be a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan), the remaining shares subject to the stock option shall vest in equal annual installments over 2 years on the same date from March 3, 2024, such that the option is fully vested on the 4-year anniversary of March 3, 2025.

Remarks:

Remarks: Exhibit 24 - Power of Attorney

	/s/ Ahmed Shebl	11/22/2023
	** 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 5 (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.