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* GM Sponsor II, LLC (Last) (First) (Middle) C/O GORES METROPOULOS II, INC. 6260 LOOKOUT ROAD (Street) BOULDER CO 80301 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/19/2021	3. Issuer Name and Ticker or Trading Symbol Gores Metropoulos II, Inc. [ GMII ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	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)(2)	(1)(2)	Class A Common Stock, par value $0.0001 per share	6,569,375(1)(2)	(1)(2)	I	See Footnotes(1)(2)(3)

1. Name and Address of Reporting Person* GM Sponsor II, LLC (Last) (First) (Middle) C/O GORES METROPOULOS II, INC. 6260 LOOKOUT ROAD (Street) BOULDER CO 80301 (City) (State) (Zip)

1. Name and Address of Reporting Person* AEG Holdings, LLC (Last) (First) (Middle) C/O GORES METROPOULOS II, INC. 6260 LOOKOUT ROAD (Street) BOULDER CO 80301 (City) (State) (Zip)

1. Name and Address of Reporting Person* Gores Alec E (Last) (First) (Middle) C/O GORES METROPOULOS II, INC. 6260 LOOKOUT ROAD (Street) BOULDER CO 80301 (City) (State) (Zip)

Explanation of Responses:

1. Consists of the Reporting Persons' (as defined below) pecuniary interest in 6,569,375, or 57.5%, of the aggregate of 11,425,000 shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of Gores Metropoulos II, Inc. (the "Issuer"), owned directly by Gores Metropoulos Sponsor II, LLC ("Sponsor"), of which GM Sponsor II, LLC ("GM") is a managing member. The Class F Shares owned directly by Sponsor include 1,500,000 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"), of the Issuer at any time at the option of the holder on a one-for-one basis and

2. (Continued form Footnote 1) (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. 333-251663).

3. AEG Holdings, LLC ("AEG") is the managing member of GM. Alec Gores is the managing member of AEG (and together with GM and 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 GM Sponsor II, LLC	01/19/2021
	/s/ Andrew McBride, Attorney-in-Fact for AEG Holdings, LLC	01/19/2021
	/s/ Andrew McBride, Attorney-in-Fact for Alec Gores	01/19/2021
	** 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.
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                               POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints Alec Gores and Andrew McBride of Gores Metropoulos II, 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 19th day of January, 2021.

                                        GORES METROPOULOS SPONSOR II, LLC

                                        /s/ Alec Gores
                                        ------------------------
                                        By: Alec Gores
                                        Title: Authorized Signatory


                                        /s/ Dean Metropoulos
                                        ------------------------
                                        By: Dean Metropoulos
                                        Title: Authorized Signatory

                                                                    Exhibit 99.1

                             Joint Filer Information

Name of Joint Filer:                    GM Sponsor II, LLC

Address of Joint Filer:                 c/o Gores Metropoulos II, Inc.
                                        6260 Lookout Road
                                        Boulder, CO 80301

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

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

Date of Event Requiring Statement:
(Month/Day/Year):                       01/19/2021

Designated Filer:                       GM Sponsor II, LLC


Name of Joint Filer:                    AEG Holdings, LLC

Address of Joint Filer:                 c/o Gores Metropoulos II, Inc.
                                        6260 Lookout Road
                                        Boulder, CO 80301

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

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

Date of Event Requiring Statement:
(Month/Day/Year):                       01/19/2021

Designated Filer:                       GM Sponsor II, LLC


Name of Joint Filer:                    Alec Gores

Address of Joint Filer:                 c/o Gores Metropoulos II, Inc.
                                        6260 Lookout Road
                                        Boulder, CO 80301

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

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

Date of Event Requiring Statement:
(Month/Day/Year):                       01/19/2021

Designated Filer:                       GM Sponsor II, LLC