Director Banker Sanjay D converted options into 10,457 shares and was granted 49,689 shares, increasing direct ownership by 1,432% to 64,346 units (SEC Form 4)
$SOND
Hotels/Resorts
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sonder Holdings Inc. [ SOND ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/13/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/13/2025 | M | 6,258 | A | (1) | 10,458(2) | D | |||
| Common Stock | 02/13/2025 | M | 4,199 | A | (1) | 14,657(3) | D | |||
| Common Stock | 02/13/2025 | A | 49,689 | A | $0 | 64,346(4) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 02/13/2025 | M | 6,258 | (5) | (5) | Common Stock | 6,258 | $0 | 0 | D | ||||
| Restricted Stock Units | (1) | 02/13/2025 | M | 4,199 | (6) | (6) | Common Stock | 4,199 | $0 | 4,199 | D | ||||
| Series A Convertible Preferred Stock | (7) | (8) | (9) | Common Stock | 100,000 | 100,000 | D | ||||||||
| Employee stock option (right to buy) | $27.8 | (10) | 01/28/2029 | Common Stock | 104,371 | 104,371 | D | ||||||||
| Employee stock option (right to buy) | $34.8 | (10) | 06/18/2030 | Common Stock | 100 | 100 | D | ||||||||
| Employee stock option (right to buy) | $34.8 | (10) | 11/11/2031 | Common Stock | 577 | 577 | D | ||||||||
| Employee stock option (right to buy) | $34.8 | (10) | 11/05/2030 | Common Stock | 1,779 | 1,779 | D | ||||||||
| Employee stock option (right to buy) | $34.8 | (10) | 11/05/2030 | Common Stock | 75,439 | 75,439 | D | ||||||||
| Explanation of Responses: |
| 1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. |
| 2. Reflects the delayed vesting upon the effectiveness of the issuer's Registration Statement on Form S-8 with respect to the shares of common stock available for issuance under the issuer's 2021 Equity Incentive Plan, as amended, which were due to vest on June 7, 2024. The issuance of the shares of common stock was delayed until the issuer's filing of its delinquent periodic reports. |
| 3. Reflects the delayed vesting upon the effectiveness of the issuer's Registration Statement on Form S-8 with respect to the shares of common stock available for issuance under the issuer's 2021 Equity Incentive Plan, as amended, which were due to vest on January 1, 2025. The issuance of the shares of common stock was delayed until the issuer's filing of its delinquent periodic reports. |
| 4. Represents RSUs granted on February 13, 2025 as compensation for service as a director. The RSUs will vest in full on the earlier of (i) the one-year anniversary of the grant date of February 13, 2024, or (ii) the date of the 2025 annual meeting of shareholders, each subject to the reporting person's continued service as a director through the vesting date. Each RSU represents a contingent right to receive one share of common stock. |
| 5. Represents RSUs granted on June 7, 2023 as compensation for service as a director. The RSUs will vest in full on the earlier of (i) the one-year anniversary of the grant date, or (ii) the date of the issuers 2024 annual meeting of stockholders. Each RSU represents a contingent right to receive one share of common stock. The vesting of these RSUs was delayed upon the effectiveness of the issuer's Registration Statement on Form S-8 with respect to the shares of common stock available for issuance under the issuer's 2021 Equity Incentive Plan, as amended, which were due to vest on June 7, 2023. The issuance of the shares of common stock was delayed until the issuer's filing of its delinquent periodic reports. |
| 6. Represents RSUs granted on January 1, 2023. The RSUs will vest in three equal annual installments beginning on the first anniversary of the the grant date, subject to the reporting person's continued service as a director through the vesting date. Each RSU represents a contingent right to receive one share of common stock. The vesting of these RSUs was delayed upon the effectiveness of the issuer's Registration Statement on Form S-8 with respect to the shares of common stock available for issuance under the issuer's 2021 Equity Incentive Plan, as amended, which were due to vest on January 1, 2025. The issuance of the shares of common stock was delayed until the issuer's filing of its delinquent periodic reports. |
| 7. The Series A Convertible Preferred Stock is convertible into a number of shares of common stock equal to (x) the liquidation preference, plus an amount equal to all accumulated and unpaid dividends on such shares (including dividends accrued and unpaid on previously unpaid dividends) divided by (y) a conversion price of the lower of (i) $1.00 and (ii) a 10% discount to the lowest daily VWAP of the common stock in the 7 trading days prior to the date of conversion, subject to a minimum conversion price of $0.50. The number of shares of common stock and Series A Convertible Preferred Stock included herein excludes any shares of Series A Convertible Preferred Stock issuable with respect to accrued and unpaid dividends and shares of common stock issuable upon the conversion thereof. |
| 8. 29,000 of the shares became convertible into shares of common stock upon shareholder approval on September 30, 2024 and 71,000 of the shares were immediately convertible into shares of common stock upon their issuance on November 6, 2024. |
| 9. The conversion rights of the Series A Convertible Preferred Stock do not expire. |
| 10. Pursuant to a transition agreement entered into by the reporting person and a subsidiary of the issuer on October 15, 2022, 100% of the outstanding and unvested shares subject to the option awards were accelerated on December 31, 2022. |
| Remarks: |
| EX-24 |
| /s/ Vanessa Barmack Attorney-in Fact for Sanjay Banker | 02/18/2025 | |
| ** 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 4 (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. | ||