0001209191-22-003602.txt : 20220118 0001209191-22-003602.hdr.sgml : 20220118 20220118195914 ACCESSION NUMBER: 0001209191-22-003602 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: Pandya Satyen J CENTRAL INDEX KEY: 0001864639 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39907 FILM NUMBER: 22536473 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 0001864639 Pandya Satyen J C/O SONDER HOLDINGS INC. 101 15TH ST SAN FRANCISCO CA 94103 0 1 0 0 Chief Technology Officer Stock Option (Right to Buy) 3.18 2022-01-18 4 A 0 1312739 0.00 A 2021-12-28 2030-12-29 Common Stock 1312739 1312739 D Stock Option (Right to Buy) 6.09 2022-01-18 4 A 0 76629 0.00 A 2021-01-28 2031-02-19 Common Stock 76629 76629 D Stock Option (Right to Buy) 8.23 2022-01-18 4 A 0 11582 0.00 A 2021-10-01 2031-11-11 Common Stock 11582 11582 D Pursuant to the terms of the Merger Agreement (as defined in footnote 2), at the closing of the Business Combination (as defined in footnote 2), then outstanding and unexercised options of Private Company Sonder (as defined in footnote 2) ("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. 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". 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. 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. /s/ Ruby Alexander Attorney-in-Fact for Satyen Pandya 2022-01-18