Sec Form 4 Filing - Banker Sanjay D @ Sonder Holdings Inc. - 2025-02-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Banker Sanjay D 2. Issuer Name and Ticker or Trading Symbol Sonder Holdings Inc. [ SOND] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SONDER HOLDINGS INC., 447 SUTTER ST. STE 405 #542 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2025 (Street) SAN FRANCISCO, CA94108 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 02/13/2025 M 6,258 A 10,458 ( 2 ) D Common Stock 02/13/2025 M 4,199 A 14,657 ( 3 ) D Common Stock 02/13/2025 A 49,689 A $ 0 64,346 ( 4 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Units ( 1 ) 02/13/2025 M 6,258 ( 5 ) ( 5 ) Common Stock 6,258 $ 0 0 D Restricted Stock Units ( 1 ) 02/13/2025 M 4,199 ( 6 ) ( 6 ) Common Stock 4,199 $ 0 4,199 D Series A Convertible Preferred Stock ( 7 ) ( 8 ) ( 9 ) Common Stock 100,000 100,000 D Employee stock option (right to buy) $ 27.8 ( 10 ) 01/28/2029 Common Stock 104,371 104,371 D Employee stock option (right to buy) $ 34.8 ( 10 ) 06/18/2030 Common Stock 100 100 D Employee stock option (right to buy) $ 34.8 ( 10 ) 11/11/2031 Common Stock 577 577 D Employee stock option (right to buy) $ 34.8 ( 10 ) 11/05/2030 Common Stock 1,779 1,779 D Employee stock option (right to buy) $ 34.8 ( 10 ) 11/05/2030 Common Stock 75,439 75,439 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Banker Sanjay D C/O SONDER HOLDINGS INC. 447 SUTTER ST. STE 405 #542 SAN FRANCISCO, CA94108 X Signatures /s/ Vanessa Barmack Attorney-in Fact for Sanjay Banker 02/18/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. ( 2 )Reflects the delayed vesting upon the effectiveness of the issuer's Registration Statement on Form S-8 with respect to the shares of common stock available for issuance under the issuer's 2021 EquityIncentive Plan, as amended, which were due to vest on June 7, 2024. The issuance of the shares of common stock was delayed until the issuer's filing of its delinquent periodic reports. ( 3 )Reflects the delayed vesting upon the effectiveness of the issuer's Registration Statement on Form S-8 with respect to the shares of common stock available for issuance under the issuer's 2021 EquityIncentive Plan, as amended, which were due to vest on January 1, 2025. The issuance of the shares of common stock was delayed until the issuer's filing of its delinquent periodic reports. ( 4 )Represents RSUs granted on February 13, 2025 as compensation for service as a director. The RSUs will vest in full on the earlier of (i) the one-year anniversary of the grant date of February 13, 2024, or (ii) the date of the 2025 annual meeting of shareholders, each subject to the reporting person's continued service as a director through the vesting date. Each RSU represents a contingent right to receive one share of common stock. ( 5 )Represents RSUs granted on June 7, 2023 as compensation for service as a director. The RSUs will vest in full on the earlier of (i) the one-year anniversary of the grant date, or (ii) the date of the issuers 2024 annual meeting of stockholders. Each RSU represents a contingent right to receive one share of common stock. The vesting of these RSUs was delayed upon the effectiveness of the issuer's Registration Statement on Form S-8 with respect to the shares of common stock available for issuance under the issuer's 2021 Equity Incentive Plan, as amended, which were due to vest on June 7, 2023. The issuance of the shares of common stock was delayed until the issuer's filing of its delinquent periodic reports. ( 6 )Represents RSUs granted on January 1, 2023. The RSUs will vest in three equal annual installments beginning on the first anniversary of the the grant date, subject to the reporting person'scontinued service as a director through the vesting date. Each RSU represents a contingent right to receive one share of common stock. The vesting of these RSUs was delayed upon the effectiveness ofthe issuer's Registration Statement on Form S-8 with respect to the shares of common stock available for issuance under the issuer's 2021 Equity Incentive Plan, as amended, which were due to vest onJanuary 1, 2025. The issuance of the shares of common stock was delayed until the issuer's filing of its delinquent periodic reports. ( 7 )The Series A Convertible Preferred Stock is convertible into a number of shares of common stock equal to (x) the liquidation preference, plus an amount equal to all accumulated and unpaid dividends on such shares (including dividends accrued and unpaid on previously unpaid dividends) divided by (y) a conversion price of the lower of (i) $1.00 and (ii) a 10% discount to the lowest daily VWAP of the common stock in the 7 trading days prior to the date of conversion, subject to a minimum conversion price of $0.50. The number of shares of common stock and Series A Convertible Preferred Stock included herein excludes any shares of Series A Convertible Preferred Stock issuable with respect to accrued and unpaid dividends and shares of common stock issuable upon the conversion thereof. ( 8 )29,000 of the shares became convertible into shares of common stock upon shareholder approval on September 30, 2024 and 71,000 of the shares were immediately convertible into shares of common stock upon their issuance on November 6, 2024. ( 9 )The conversion rights of the Series A Convertible Preferred Stock do not expire. ( 10 )Pursuant to a transition agreement entered into by the reporting person and a subsidiary of the issuer on October 15, 2022, 100% of the outstanding and unvested shares subject to the option awards were accelerated on December 31, 2022.

Remarks: EX-24

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