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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE TO
(Amendment No. 7)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
 
SONDER HOLDINGS INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, $0.0001 par value
(Title of Class of Securities)
83542D102
(CUSIP Number of Class of Securities Underlying Common Stock)

Phil Rothenberg
General Counsel
Sonder Holdings Inc.
500 E 84th Ave., Suite A-10
Thornton, CO, 80229
Telephone: (617) 300-0956
(Name, address and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

Mark B. Baudler
Richard C. Blake
Jonathan Chan
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
605 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
 
 
☐Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
 ☐third party tender offer subject to Rule 14d-1. 
☒issuer tender offer subject to Rule 13e-4.
☐going-private transaction subject to Rule 13e-3.
☐amendment to Schedule 13D under Rule 13d-2.
 Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
 



This Amendment No. 7 (this “Amendment No. 7”) amends and supplements the Tender Offer Statement on Schedule TO filed originally with the United States Securities and Exchange Commission (the “SEC”) on October 18, 2022, and amended by Amendment No. 1 on October 24, 2022, Amendment No. 2 on October 28, 2022, Amendment No. 3 on November 1, 2022, Amendment No. 4 on November 7, 2022, Amendment No. 5 on November 10, 2022 and Amendment No. 6 on November 16, 2022 (collectively, the “Schedule TO”), by Sonder Holdings Inc., a Delaware corporation (“Sonder” or the “Company”), in connection with its offer to reprice (the “Offer”) certain options up to an aggregate of 24,155,664 shares of the Company’s common stock, whether vested or unvested, granted under the Plans (as defined in the Schedule TO), with an exercise price per share greater than the closing price of the Company’s common stock on the Nasdaq Global Select Market on the expiration date of the Offer, that are outstanding and unexercised at the start of the Offer and remain outstanding and unexercised through the Repricing Date (as defined in the Schedule TO).

Only those items amended or supplemented are reported in this Amendment No. 7. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 7 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 7 together with the Schedule TO, the Offer to Reprice dated October 18, 2022 (the “Offer to Reprice”) and the other Disclosure Documents (as defined in the Schedule TO).

Items 1 through 11.

The Offer to Reprice, the Election Form, and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Reprice, are hereby amended and supplemented as follows:

On November 22, 2022, the Company delivered an email announcing the extension of the Offer to 9:00 p.m., Pacific Time, on December 1, 2022. A copy of the form of email announcing the extension of the Offer is filed as Exhibit (a)(1)(U) to this Amendment No. 7 and is incorporated herein by reference.

Page 29 of the Offer to Reprice.

Page 29 of the Offer to Reprice is amended and supplemented by replacing the fourth row under the first paragraph under the Section titled “17. Additional information.” with the following:

The information contained in our Current Reports on Form 8-K, filed with the SEC through the date of this amendment, except to the extent that information therein is furnished and not filed with the SEC; and

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Exhibit Number
Description
(a)(1)(U)


SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.
 
SONDER HOLDINGS INC.
Date: November 22, 2022By:/s/ Phil Rothenberg
Name:Phil Rothenberg
Title:General Counsel and Secretary




INDEX TO EXHIBITS
Exhibit Number
Description
(a)(1)(A)*
(a)(1)(B)*
(a)(1)(C)*
(a)(1)(D)*
(a)(1)(E)*
(a)(1)(F)*
(a)(1)(G)*
(a)(1)(H)*
(a)(1)(I)*
(a)(1)(J)*
(a)(1)(K)*
(a)(1)(L)*
(a)(1)(M)*
(a)(1)(N)*
(a)(1)(O)*
(a)(1)(P)*
(a)(1)(Q)*
(a)(1)(R)*
(a)(1)(S)*
(a)(1)(T)*
(a)(1)(U)**
(b)
Not applicable.
(d)(1)*
(d)(2)*
(g)
Not applicable.
(h)
Not applicable.
107*
*
Previously filed.
**
Filed herewith.

Document

Exhibit 107
Calculation of Filing Fee Tables
Schedule TO/A
(Form Type)
Sonder Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Valuation

Transaction ValuationFee RateAmount of Filing Fee
Fees to Be Paid$16,136,524(1)0.0001102$1,778.24(2)
Fees Previously Paid—
Total Transaction Valuation$16,136,524(1)
Total Fees Due for Filing$1,778.24
Total Fees Previously Paid$ —
Total Fee Offsets$ —
Net Fee Due$1,778.24

(1) Estimated solely for purposes of calculating the amount of the filing fee. The calculation of the Transaction Valuation assumes that all stock options to purchase shares of the issuer’s common stock that may be eligible for repricing in the offer will be repriced pursuant to this offer. This calculation assumes stock options to purchase an aggregate of 24,155,664 shares of the issuer’s common stock, having an aggregate value of $16,136,524 as of October 15, 2022, calculated based on a Black-Scholes model will be repriced pursuant to this offer.

(2) The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $110.20 per $1,000,000 of the aggregate amount of the Transaction Valuation (or 0.01102% of the aggregate Transaction Valuation). The Transaction Valuation set forth above was calculated for the sole purpose of determining the filing fee and should not be used for any other purpose.

(3) The fee of $1,778.24 was paid in connection with the original filing of this Schedule TO by the issuer (File No. 005-92541) on October 18, 2022.

Document

Exhibit (a)(1)(U)

Form of Email Announcing the Extension of the Stock Option Repricing Program


From:     Ruby Alexander, Deputy General Counsel
To:     Eligible Employees
Date:     November 22, 2022
Subject: Extension of Sonder’s Stock Option Repricing Program
_____________________________________________________________________________________________

Hi, Everyone,

Sonder is extending the Stock Option Repricing Program offering period to 9:00 p.m. PST, Thursday, December 1, 2022.

As of November 22, 2022, approximately 20,393,535 eligible options have been tendered for repricing in connection with the Offer.

If you would like to participate in the Offer, go to the offer portal link https://www.myoptionexchange.com/Identity/Account/Register?returnUrl=%2F. Use your Sonder email address to access the portal. If you have any questions, please contact stockadmin@sonder.com.

Warmly,
Ruby Alexander