4//SEC Filing
Metropoulos C. Dean 4
Accession 0000950142-22-000341
CIK 0001819395other
Filed
Jan 12, 7:00 PM ET
Accepted
Jan 13, 6:49 PM ET
Size
12.0 KB
Accession
0000950142-22-000341
Insider Transaction Report
Form 4
Metropoulos C. Dean
Director10% Owner
Transactions
- Other
Class F Common Stock, par value $0.0001 per share
2021-01-11+426,161→ 426,161 total→ Class A Common Stock (426,161 underlying) - Other
Class F Common Stock, par value $0.0001 per share
2021-01-11−9,897,715→ 1,277,285 total(indirect: See Footnote)→ Class A Common Stock (9,897,715 underlying)
HRM Holdings II LLC
Director10% Owner
Transactions
- Other
Class F Common Stock, par value $0.0001 per share
2021-01-11−9,897,715→ 1,277,285 total(indirect: See Footnote)→ Class A Common Stock (9,897,715 underlying) - Other
Class F Common Stock, par value $0.0001 per share
2021-01-11+426,161→ 426,161 total→ Class A Common Stock (426,161 underlying)
Footnotes (5)
- [F1]Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, Inc. (the "Issuer"), shares of Class F common stock, par value $0.0001 per share (the "Class F Shares") have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-251663). The Class F shares are owned directly by Gores Metropoulos Sponsor II, LLC (the "Sponsor"), of which HRM Holdings II LLC ("HRM") is a managing member.
- [F2]On January 11, 2022, the Sponsor made an in-kind distribution of 9,897,715 Class F Shares to its members.
- [F3]Consists of all of the remaining Class F Shares held by Sponsor, of which the Reporting Persons (as defined below) have a pecuniary interest in a portion thereof. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
- [F4]HRM received 426,161 Class F Shares in the in-kind distribution described in footnote 2 above.
- [F5]Dean Metropoulos is the managing member of HRM (and together with HRM, the "Reporting Persons"). Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Documents
Issuer
Gores Metropoulos II, Inc.
CIK 0001819395
Entity typeother
Related Parties
1- filerCIK 0001690023
Filing Metadata
- Form type
- 4
- Filed
- Jan 12, 7:00 PM ET
- Accepted
- Jan 13, 6:49 PM ET
- Size
- 12.0 KB