SEC Form 4
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*
Metropoulos C. Dean
(Last) (First) (Middle)
200 GREENWICH AVENUE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Gores Metropoulos, Inc. [ GMHI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman
3. Date of Earliest Transaction (Month/Day/Year)
03/18/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 (1) 03/18/2019 D(2) 390,625 (1) (1) Class A Common Stock 390,625 (2) 4,962,500 I See Footnotes(2)(3)
1. Name and Address of Reporting Person*
Metropoulos C. Dean
(Last) (First) (Middle)
200 GREENWICH AVENUE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
1. Name and Address of Reporting Person*
HRM Holdings LLC
(Last) (First) (Middle)
200 GREENWICH AVENUE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
Explanation of Responses:
1. Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos, 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. 333-228739).
2. Consists of the Reporting Persons' (as defined below) pecuniary interest in 390,625, or 50%, of the aggregate of 781,250 shares of Class F common stock forfeited by Gores Metropoulos Sponsor LLC ("Sponsor"), of which HRM Holdings LLC (together with C. Dean Metropoulos, the "Reporting Persons") is a managing member. The Sponsor forfeited the 781,250 shares of Class F common stock to the Issuer for no consideration, which was exempted pursuant to Rule 16b-3(e), in connection with the election of the underwriters of the Issuer's initial public offering not to exercise the remaining unused portion of the over-allotment option.
3. Mr. Metropoulos is the managing member of HRM Holdings LLC and various trusts for the benefit of Mr. Metropoulos and members of his immediate family are the members of HRM Holdings LLC. 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:
By: /s/ C. Dean Metropoulos 03/20/2019
By: HRM Holdings LLC, /s/ C. Dean Metropoulos 03/20/2019
** Signature of Reporting Person Date

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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

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