0001209191-22-003607.txt : 20220118
0001209191-22-003607.hdr.sgml : 20220118
20220118200421
ACCESSION NUMBER: 0001209191-22-003607
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: Rothenberg Philip L
CENTRAL INDEX KEY: 0001864627
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39907
FILM NUMBER: 22536483
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
0001864627
Rothenberg Philip L
C/O SONDER HOLDINGS INC.
101 15TH ST
SAN FRANCISCO
CA
94103
0
1
0
0
General Counsel & Secretary
Stock Option (Right to Buy)
1.39
2022-01-18
4
A
0
783009
0.00
A
2019-11-05
2029-01-28
Common Stock
783009
783009
D
Stock Option (Right to Buy)
3.00
2022-01-18
4
A
0
771
0.00
A
2021-03-23
2030-06-18
Common Stock
771
771
D
Stock Option (Right to Buy)
3.00
2022-01-18
4
A
0
1621
0.00
A
2020-06-15
2030-06-18
Common Stock
1621
1621
D
Stock Option (Right to Buy)
2.93
2022-01-18
4
A
0
23165
0.00
A
2021-11-05
2030-11-05
Common Stock
23165
23165
D
Stock Option (Right to Buy)
6.09
2022-01-18
4
A
0
40848
0.00
A
2021-03-01
2031-02-19
Common Stock
40848
40848
D
Stock Option (Right to Buy)
8.79
2022-01-18
4
A
0
231659
0.00
A
2021-07-01
2031-08-09
Common Stock
231659
231659
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.
100% of the shares subject to the option became vested and exercisable on the Exercisable Date set forth above.
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.
1/24th of the shares subject to the option became vested and exercisable on the Exercisable Date set forth above and 1/24th 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 Philip Rothenberg
2022-01-18