SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MOHAJER KEYVAN

(Last)

(First)

(Middle)

C/O SOUNDHOUND 5400 BETSY ROSS DRIVE

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/26/2022

3. Issuer Name and Ticker or Trading Symbol
SOUNDHOUND AI, INC. [ SOUN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock⁽¹⁾	⁽²⁾	⁽²⁾	Class A Common Stock	16,639,064	⁽²⁾	D
Stock Options (Right to buy)	⁽³⁾	03/28/2027	Class A Common Stock	833,435	$2.1777	D

Explanation of Responses:

1. Represents the issuance of the Issuer's securities in exchange for securities of SoundHound, Inc. ("SoundHound") pursuant to that certain Merger Agreement, dated as of November 15, 2021, by and among Archimedes Tech SPAC Partners Co., ATSPC Merger Sub, Inc. and SoundHound (the "Transaction").

2. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the reporting person or automatically or on the earliest to occur of certain events specified in the Issuer's Second Amended and Restated Certificate of Incorporation. The Class B Common Stock has no expiration date.

3. Represents stock options issued in the Transaction in exchange for SoundHound stock options granted on February 3, 2012 and March 28, 2017. The shares subject to the option vested 100% at grant date.

Remarks:

	/s /Warren Heit, attorney-in-fact for MOHAJER KEYVAN	05/06/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.