0000899243-22-001896.txt : 20220113 0000899243-22-001896.hdr.sgml : 20220113 20220113161510 ACCESSION NUMBER: 0000899243-22-001896 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220111 FILED AS OF DATE: 20220113 DATE AS OF CHANGE: 20220113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gores Alec E CENTRAL INDEX KEY: 0001322454 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39907 FILM NUMBER: 22529214 MAIL ADDRESS: STREET 1: 10877 WILSHIRE BOULEVARD STREET 2: 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GM Sponsor II, LLC CENTRAL INDEX KEY: 0001839124 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39907 FILM NUMBER: 22529216 BUSINESS ADDRESS: STREET 1: 6260 LOOKOUT ROAD CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-531-3100 MAIL ADDRESS: STREET 1: 6260 LOOKOUT ROAD CITY: BOULDER STATE: CO ZIP: 80301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AEG Holdings, LLC CENTRAL INDEX KEY: 0001694360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39907 FILM NUMBER: 22529215 BUSINESS ADDRESS: STREET 1: 6260 LOOKOUT RD. CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-531-1000 MAIL ADDRESS: STREET 1: 6260 LOOKOUT RD. CITY: BOULDER STATE: CO ZIP: 80301 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 2022-01-11 0 0001819395 Gores Metropoulos II, Inc. GMII 0001839124 GM Sponsor II, LLC C/O GORES METROPOULOS II, INC. 6260 LOOKOUT ROAD BOULDER CO 80501 1 0 1 0 0001694360 AEG Holdings, LLC C/O GORES SPONSOR IX LLC 6260 LOOKOUT ROAD BOULDER CO 80301 1 0 1 0 0001322454 Gores Alec E C/O GORES SPONSOR IX LLC 6260 LOOKOUT ROAD BOULDER CO 80301 1 0 1 0 Class F Common Stock, par value $0.0001 per share 2022-01-11 4 J 0 9897715 0.00 D Class A Common Stock, par value $0.0001 per share 9897715 1277285 I See Footnote Class F Common Stock, par value $0.0001 per share 2022-01-11 4 J 0 9471554 0.00 A Class A Common Stock, par value $0.0001 per share 9471554 9471554 D 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). On January 11, 2022, Gores Metropoulos Sponsor II, LLC ("Sponsor") made an in-kind distribution of 9,897,715 Class F Shares to its members. 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. GM Sponsor II, LLC ("GM") received 9,471,554 Class F Shares in the in-kind distribution described in footnote 2 above. AEG Holdings, LLC ("AEG") is the managing member of GM. Alec Gores is the managing member of AEG (and together with GM and AEG, 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. GM SPONSOR II, LLC, By: /s/ Andrew McBride, Attorney-in-Fact 2022-01-13 AEG HOLDINGS, LLC, By: /s/ Andrew McBride, Attorney-in-Fact 2022-01-13 ALEC GORES, By: /s/ Andrew McBride, Attorney-in-Fact 2022-01-13