X0306 4 2021-03-08 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 HOLDINGS VI, INC. 6260 LOOKOUT ROAD BOULDER CO 80301 0 0 1 0 0001322454 Gores Alec E C/O GORES HOLDINGS VI, INC. 6260 LOOKOUT ROAD BOULDER CO 80301 1 0 0 0 Class F Common Stock, par value $0.0001 per share 2021-03-08 4 D 0 143750 0.00 D Class A Common Stock 143750 6425625 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). The Class F shares are owned directly by Gores Metropoulos Sponsor II, LLC (the "Sponsor"), of which GM Sponsor II, LLC ("GM") is a managing member. The Sponsor forfeited 250,000 Class F Shares to the Issuer for no consideration, which was exempted pursuant to Rule 16b-3(e), in connection with the underwriter's election not to exercise the remaining unused portion of the over-allotment option. The 143,750 Class F Shares reported in Columns 5 and 7 reflect the Reporting Persons' (as defined below) pecuniary interest, as described in footnote 3 below. Consists of the Reporting Persons' pecuniary interest in 57.5% of the aggregate of 11,175,000 Class F Shares, owned directly by the Sponsor, net of the 250,000 Class F Share forfeiture 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. /s/ Andrew McBride, Attorney-in-Fact for GM Sponsor II, LLC 2021-03-10 /s/ Andrew McBride, Attorney-in-Fact for AEG Holding, LLC 2021-03-10 /s/ Andrew McBride, Attorney-in-Fact for Alec Gores 2021-03-10