X0306 4 2019-03-18 0 0001758057 Gores Metropoulos, Inc. GMHI 0001690023 Metropoulos C. Dean 200 GREENWICH AVENUE GREENWICH CT 06830 1 1 1 0 Chairman 0001766416 HRM Holdings LLC 200 GREENWICH AVENUE GREENWICH CT 06830 1 0 1 0 Class F Common Stock 2019-03-18 4 D 0 390625 D Class A Common Stock 390625 4962500 I See Footnotes Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos, 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. 333-228739). Consists of the Reporting Persons' (as defined below) pecuniary interest in 390,625, or 50%, of the aggregate of 781,250 shares of Class F common stock forfeited by Gores Metropoulos Sponsor LLC ("Sponsor"), of which HRM Holdings LLC (together with C. Dean Metropoulos, the "Reporting Persons") is a managing member. The Sponsor forfeited the 781,250 shares of Class F common stock to the Issuer for no consideration, which was exempted pursuant to Rule 16b-3(e), in connection with the election of the underwriters of the Issuer's initial public offering not to exercise the remaining unused portion of the over-allotment option. Mr. Metropoulos is the managing member of HRM Holdings LLC and various trusts for the benefit of Mr. Metropoulos and members of his immediate family are the members of HRM Holdings LLC. 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. By: /s/ C. Dean Metropoulos 2019-03-20 By: HRM Holdings LLC, /s/ C. Dean Metropoulos 2019-03-20