SEC Form 4 filed by Ggp Sponsor Holdings, Llc
$GGPI
| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Gores Guggenheim, Inc. [ GGPI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/23/2022 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Class F Common Stock, par value $0.0001 per share | (1) | 06/23/2022 | D(2)(3) | 770,417 | (1) | (1) | Class A Common Stock, par value $0.0001 per share | 770,417 | $0.00 | 8,892,083 | I | See footnotes(4)(5) | |||
| Class F Common Stock, par value $0.0001 per share | (1) | 06/23/2022 | S(6) | 78,426 | (1) | (1) | Class A Common Stock, par value $0.0001 per share | 78,426 | (6) | 8,813,656 | I | See footnotes(4)(5) | |||
| Class F Common Stock, par value $0.0001 per share | (1) | 06/23/2022 | D(7) | 8,813,656 | (1) | (1) | Class A Common Stock, par value $0.0001 per share | 8,813,656 | $0.00 | 0 | I | See footnotes(4)(5) | |||
| Warrants to Purchase Shares of Class A Common Stock | $11.5 | 06/23/2022 | D(8) | 4,500,000 | 07/23/2022 | 06/23/2027 | Class A Common Stock, par value $0.0001 per share | 4,500,000 | $0.00 | 0 | I | See footnotes(4)(5) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to the Amended and Restated Certificate of Incorporation of Gores Guggenheim, 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. 333-253338). |
| 2. On June 23, 2022, pursuant to that certain Business Combination Agreement, dated as of September 27, 2021, by and among the Issuer, Polestar Automotive Holding UK Limited ("Polestar") and the other parties thereto, as amended by Amendment No. 1 thereto, dated as of December 17, 2021, Amendment No. 2 thereto, dated as of March 24, 2022, and Amendment No. 3 thereto, dated as of April 21, 2022, the Issuer completed its initial business combination (the "Business Combination"). Pursuant to the terms of the Business Combination, Gores Guggenheim Sponsor LLC ("Sponsor") forfeited 1,540,835 Class F Shares immediately prior to the consummation of the Business Combination. Consists of the Reporting Persons' (as defined below) pecuniary interest in 770,417, or 50%, of the Class F Shares forfeited by Sponsor, of which GGP Sponsor Holdings LLC ("GGP") is a managing member. |
| 3. (Continued from Footnote 2) Sponsor also issued units with a pecuniary interest with respect to 100,000 Class F Shares to a third-party and reserved units with respect to 500,000 Class F Shares for future issuance, further reducing GGP's pecuniary interest to an indirect interest in 8,892,083 Class F Shares. |
| 4. Andrew M. Rosenfield is the sole manager of GGP (and together with GGP, 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. |
| 5. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (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. |
| 6. Immediately following the forfeiture described in Note 2 above and prior to the consummation of the Business Combination, GGP transferred interests in Sponsor with respect to a pecuniary interest in 78,426 Class F Shares to AEG Holdings, LLC, an affiliate of the other managing member of Sponsor ("AEG"), in consideration for AEG's assumption of GGP's obligation to purchase ordinary shares of Polestar in connection with the Business Combination. |
| 7. Pursuant to the terms of the Business Combination, each remaining Class F Share following the transactions described above was converted in the Business Combination into the right to receive one American Depositary Share with respect to an underlying Class A ordinary share of Polestar. |
| 8. Pursuant to the terms of the Business Combination, each of the Issuer's outstanding warrants to purchase Class A Shares was converted in the Business Combination into the right to receive American Depositary Securities with respect to certain securities issuable by Polestar. The Reporting Persons' pecuniary interest in 50% of the aggregate of 9,000,000 warrants held by Sponsor was unchanged by the transactions described in Note 3 above. |
| Remarks: |
| GGP SPONSOR HOLDINGS, LLC, By: /s/ Andrew McBride, Attorney-in-Fact | 06/27/2022 | |
| ANDREW M. ROSENFIELD, By: /s/ Andrew McBride, Attorney-in-Fact | 06/27/2022 | |
| ** 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 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. | ||