0001209191-22-003601.txt : 20220118 0001209191-22-003601.hdr.sgml : 20220118 20220118195818 ACCESSION NUMBER: 0001209191-22-003601 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220118 FILED AS OF DATE: 20220118 DATE AS OF CHANGE: 20220118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Davidson Francis CENTRAL INDEX KEY: 0001875985 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39907 FILM NUMBER: 22536470 MAIL ADDRESS: STREET 1: C/O SONDER HOLDINGS, INC. STREET 2: 101 15TH ST CITY: SAN FRANCISCO STATE: CA ZIP: 94103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Gores Metropoulos II, Inc. CENTRAL INDEX KEY: 0001819395 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS, ROOMING HOUSE, CAMPS & OTHER LODGING PLACES [7000] IRS NUMBER: 852097088 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9800 WILSHIRE BLVD. CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: (203) 629-6644 MAIL ADDRESS: STREET 1: 9800 WILSHIRE BLVD. CITY: BEVERLY HILLS STATE: CA ZIP: 90212 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-01-18 0 0001819395 Gores Metropoulos II, Inc. SOND 0001875985 Davidson Francis C/O SONDER HOLDINGS INC. 101 15TH ST SAN FRANCISCO CA 94103 1 1 0 0 Chief Executive Officer Common Stock 2022-01-18 4 A 0 5197040 0.00 A 5197040 D Common Stock 2022-01-18 4 S 0 1829268 8.20 D 3367772 D Special Voting Common Stock 0.00 2022-01-18 4 A 0 7421382 0.00 A Common Stock 7421382 7421382 D Stock Option (Right to Buy) 6.09 2022-01-18 4 A 0 4728634 0.00 A 2023-12-31 2031-02-15 Common Stock 4728634 4728634 D 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. /s/ Ruby Alexander Attorney-in-Fact for Francis Davidson 2022-01-18