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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Waldern Jonathan 2. Issuer Name and Ticker or Trading Symbol META MATERIALS INC. [ MMAT ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Technology Officer
(Last)          (First)          (Middle)
C/0 META MATERIALS INC., 1 RESEARCH DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)
3/18/2022
(Street)
DARTMOUTH, A5 B2Y 4M9
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
3/22/2022 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  3/18/2022    M    171432  A $0.27  171432  D   
Common Stock  3/22/2022    S    171432  D $1.85 (1) 0  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Stock Option (Right to Buy)  $0.27  3/18/2022    M        171432    (2) 12/14/2030  Common Stock  1585737  $0.27  1414305  D   

Explanation of Responses:
(1)  Represents the weighted average shares price of an aggregate total of 171,432 shares sold in multiple transactions in the price range of $1.83to $1.88, inclusive, by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
(2)  Subject to the reporting person continuing to provide services to the company through each vesting event, the shares subject to the option shall vest in equal monthly installments over 48 months from the vesting commencement date on the same day of the month as the vesting commencement date. The vesting commencement date is December 14, 2020. The vesting schedule for this option was inadvertently previously disclosed as vesting 25% on the one year anniversary of the vesting commencement date, and in equal monthly installments over the next 36 months thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Waldern Jonathan
C/0 META MATERIALS INC.
1 RESEARCH DRIVE
DARTMOUTH, A5 B2Y 4M9


Chief Technology Officer

Signatures
/s/ Ken Rice, as Attorney-in-Fact 3/25/2022
**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 4(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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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