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*
AEG Holdings, LLC

(Last) (First) (Middle)
C/O GORES METROPOULOS, INC.
9800 WILSHIRE BLVD.

(Street)
BEVERLY HILLS CA 90212

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2019
3. Issuer Name and Ticker or Trading Symbol
Gores Metropoulos, Inc. [ GMHI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class F Common Stock, par value $0.0001 per share (1) (1)(2) Class A Common Stock, par value $0.0001 per share 5,353,125(1)(2) (1) I See Footnotes(1)(2)(3)
1. Name and Address of Reporting Person*
AEG Holdings, LLC

(Last) (First) (Middle)
C/O GORES METROPOULOS, INC.
9800 WILSHIRE BLVD.

(Street)
BEVERLY HILLS CA 90212

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gores Alec E

(Last) (First) (Middle)
C/O GORES METROPOULOS, INC.
9800 WILSHIRE BLVD.

(Street)
BEVERLY HILLS CA 90212

(City) (State) (Zip)
Explanation of Responses:
1. Consists of the Reporting Persons' (as defined below) pecuniary interest in 5,353,125, or 50%, of the aggregate of 10,706,250 shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of Gores Metropoulos, Inc. (the "Issuer"), owned directly by Gores Metropoulos Sponsor LLC ("Sponsor"), of which AEG Holdings, LLC ("AEG") is a managing member. The Class F Shares owned directly by Sponsor include 1,406,250 Class F Shares that are subject to forfeiture if the underwriter of the Issuer's initial public offering does not exercise in full an option granted to it to cover over-allotments. Such 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"),
2. (Continued from Footnote 1) 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).
3. Alec Gores is the managing member of AEG (and together with 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.
Remarks:
Exhibit 24.1 Power of Attorney Exhibit 99.1 Joint Filer Information
/s/ Andrew McBride, Attorney-in-Fact for AEG Holdings, LLC 01/31/2019
/s/ Andrew McBride, Attorney-in-Fact for Alec Gores 01/31/2019
** 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.
                               POWER OF ATTORNEY

      Know all by these presents, that the undersigned hereby constitutes and
appoints Alec Gores and Andrew McBride of Gores Metropoulos, Inc. (the
"Company") or any of them signing singly, and with full power of substitution,
the undersigned's true and lawful attorney-in-fact to:


      1.   prepare, execute in the undersigned's name and on the undersigned's
           behalf, and submit to the U.S. Securities and Exchange Commission
           (the "SEC") a Form ID, including amendments thereto, and any other
           documents necessary or appropriate to obtain codes and passwords
           enabling the undersigned to make electronic filings with the SEC of
           reports required by Section 16(a) of the Securities Exchange Act of
           1934 or any rule or regulation of the SEC;


      2.   execute for and on behalf of the undersigned with respect to the
           Company, Schedules 13D and 13G and Forms 3, 4, and 5 in accordance
           with Sections 13 and 16(a) of the Securities Exchange Act of 1934 and
           the rules thereunder;


      3.   do and perform any and all acts for and on behalf of the undersigned
           which may be necessary or desirable to complete and execute any such
           Schedules 13D or 13G or Form 3, 4, or 5, complete and execute any
           amendment or amendments thereto, and timely file such form with the
           SEC and any stock exchange or similar authority; and


      4.   take any other action of any type whatsoever in connection with the
           foregoing which, in the opinion of such attorney-in-fact, may be of
           benefit to, in the best interest of, or legally required by, the
           undersigned, it being understood that the documents executed by such
           attorney-in-fact on behalf of the undersigned pursuant to this Power
           of Attorney shall be in such form and shall contain such terms and
           conditions as such attorney-in-fact may approve in such attorney-in-
           fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in- fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming any of the undersigned's responsibilities to comply
with Sections 13 and 16 of the Securities Exchange Act of 1934.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 31st day of January, 2019.


                                        AEG HOLDINGS, LLC

                                        By: /s/ Alec Gores
                                        -----------------------
                                        Name: Alec Gores
                                        Title: Managing Member


                                        /s/ Alec Gores
                                        -----------------------

                                        ALEC GORES





                                                                    Exhibit 99.1

                            Joint Filer Information

Name of Joint Filer:                        AEG Holdings, LLC

Address of Joint Filer:                     c/o Gores Metropoulos, Inc.
                                            9800 Wilshire Blvd.
                                            Beverly Hills, CA 90212

Relationship of Joint Filer to Issuer:      10% Owner; Director

Issuer Name and Ticker or Trading Symbol:   Gores Metropoulos, Inc. [GMHI]

Date of Event Requiring Statement:
(Month/Day/Year):                           01/31/2019

Designated Filer:                           AEG Holdings, LLC

Name of Joint Filer:                        Alec Gores

Address of Joint Filer:                     c/o Gores Metropoulos, Inc.
                                            9800 Wilshire Blvd.
                                            Beverly Hills, CA 90212

Relationship of Joint Filer to Issuer:      10% Owner; Director; Officer
                                            (Chief Executive Officer)

Issuer Name and Ticker or Trading Symbol:   Gores Metropoulos, Inc. [GMHI]

Date of Event Requiring Statement:
(Month/Day/Year):                           01/31/2019

Designated Filer:                           AEG Holdings, LLC