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* HRM Holdings 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	4,855,625(1)(2)	(1)(2)	I	See Footnotes(1)(2)(3)

1. Name and Address of Reporting Person* HRM Holdings 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* Metropoulos C. Dean (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 4,855,625, or 42.5%, 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 HRM Holdings II LLC ("HRM") 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 From 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. Dean Metropoulos is the managing member of HRM (and together with HRM, 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 99.1 Joint Filer Information

	/s/ Dean Metropoulos, Managing Member of HRM Holdings II LLC	01/19/2021
	/s/ Dean Metropoulos	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).
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                                                                    Exhibit 99.1

                            Joint Filer Information

Name of Joint Filer:                    HRM Holdings 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:                       HRM Holdings II LLC


Name of Joint Filer:                    Dean Metropoulos

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:                       HRM Holdings II LLC