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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* GM Sponsor II, LLC (Last) (First) (Middle) C/O GORES METROPOULOS II, INC. 6260 LOOKOUT ROAD (Street) BOULDER CO 80501 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Gores Metropoulos II, Inc. [ GMII ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/08/2021
	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, par value $0.0001 per share	(1)	03/08/2021		D(2)			143,750(3)	(1)	(1)	Class A Common Stock	143,750(3)	$0.00	6,425,625(3)	D(4)

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 80501 (City) (State) (Zip)

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

Explanation of Responses:

1. Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, 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. 333-251663). The Class F shares are owned directly by Gores Metropoulos Sponsor II, LLC (the "Sponsor"), of which GM Sponsor II, LLC ("GM") is a managing member.

2. The Sponsor forfeited 250,000 Class F Shares to the Issuer for no consideration, which was exempted pursuant to Rule 16b-3(e), in connection with the underwriter's election not to exercise the remaining unused portion of the over-allotment option. The 143,750 Class F Shares reported in Columns 5 and 7 reflect the Reporting Persons' (as defined below) pecuniary interest, as described in footnote 3 below.

3. Consists of the Reporting Persons' pecuniary interest in 57.5% of the aggregate of 11,175,000 Class F Shares, owned directly by the Sponsor, net of the 250,000 Class F Share forfeiture described in footnote 2 above.

4. 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:

	/s/ Andrew McBride, Attorney-in-Fact for GM Sponsor II, LLC	03/10/2021
	/s/ Andrew McBride, Attorney-in-Fact for AEG Holding, LLC	03/10/2021
	/s/ Andrew McBride, Attorney-in-Fact for Alec Gores	03/10/2021
	** Signature of Reporting Person	Date
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