0001819395-22-000184.txt : 20221207 0001819395-22-000184.hdr.sgml : 20221207 20221207192723 ACCESSION NUMBER: 0001819395-22-000184 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221201 FILED AS OF DATE: 20221207 DATE AS OF CHANGE: 20221207 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: 221451183 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: Sonder Holdings 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: 101 15TH ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 617-300-0956 MAIL ADDRESS: STREET 1: 101 15TH ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94103 FORMER COMPANY: FORMER CONFORMED NAME: Sonder Holdings, Inc. DATE OF NAME CHANGE: 20220119 FORMER COMPANY: FORMER CONFORMED NAME: Gores Metropoulos II, Inc. DATE OF NAME CHANGE: 20200728 4 1 wf-form4_167045922777995.xml FORM 4 X0306 4 2022-12-01 0 0001819395 Sonder Holdings Inc. SOND 0001875985 Davidson Francis C/O SONDER HOLDINGS INC. 101 15TH ST SAN FRANCISCO CA 94103 1 1 0 0 Chief Executive Officer Employee stock option (right to buy) 6.09 2022-12-01 4 D 0 4728634 D 2031-02-19 Common Stock 4728634.0 0 D Employee stock option (right to buy) 1.74 2022-12-01 4 A 0 4728634 A 2031-02-19 Common Stock 4728634.0 4728634 D The reporting person agreed to certain amendments of their outstanding stock option pursuant to the terms of the issuer's one-time offer to reprice eligible options (the "Offer") described in the Tender Offer Statement on Schedule TO filed by the issuer with the Securities and Exchange Commission on October 18, 2022 (as amended, the "Schedule TO"). On December 1, 2022 (the "Repricing Date") the option award (the "Repriced Option") received a modified vesting schedule. The reporting person agreed to certain amendments of their outstanding stock option pursuant to the terms of the Offer included in the Schedule TO relating to a one-time offer by the issuer to reprice certain eligible options held by eligible employees (as defined in the Schedule TO). This reflects a modification in the exercise price and an adjustment of the vesting of the option award pursuant to the Offer. Pursuant to the terms of the Offer, on December 1, 2022 repriced option received a modified vesting schedule. 1/3 of the shares underlying the Repriced Option shall become vested and exercisable upon the occurrence each of the following events: (i) the applicable market value target set forth in the option agreement is met by the issuer on or before December 31, 2023, (ii) the applicable market value target set forth in the option agreement is met by the issuer on or before December 31, 2024, and (iii) the applicable market value target set forth in the option agreement is met by the issuer on or before December 31, 2025, provided in each case that the Reporting Person remains a service provider to the issuer as of the applicable vesting date. Notwithstanding the foregoing, if any of the above targets are met before December 1, 2023, that portion of the shares underlying the Repriced Option shall not become vested and exercisable until such date. /s/ Ruby Alexander Attorney-in Fact for Francis Davidson 2022-12-07