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 *

GM Sponsor II, LLC
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)
(Last)          (First)          (Middle)

C/O GORES METROPOULOS II, INC., 6260 LOOKOUT ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

1/11/2022
(Street)

BOULDER, CO 80501
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. 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

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class F Common Stock, par value $0.0001 per share  (1)1/11/2022  J (2)    9897715   (1) (1)Class A Common Stock, par value $0.0001 per share 9897715 $0.00 1277285 I (3)See Footnote (3)
Class F Common Stock, par value $0.0001 per share  (1)1/11/2022  J (4)  9471554     (1) (1)Class A Common Stock, par value $0.0001 per share 9471554 $0.00 9471554 D (4)(5) 

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).
(2) On January 11, 2022, Gores Metropoulos Sponsor II, LLC ("Sponsor") made an in-kind distribution of 9,897,715 Class F Shares to its members.
(3) Consists of all of the remaining Class F Shares held by Sponsor, of which the Reporting Persons (as defined below) have a pecuniary interest in a portion thereof. 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.
(4) GM Sponsor II, LLC ("GM") received 9,471,554 Class F Shares in the in-kind distribution described in footnote 2 above.
(5) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
GM Sponsor II, LLC
C/O GORES METROPOULOS II, INC.
6260 LOOKOUT ROAD
BOULDER, CO 80501
XX

AEG Holdings, LLC
C/O GORES SPONSOR IX LLC
6260 LOOKOUT ROAD
BOULDER, CO 80301
XX

Gores Alec E
C/O GORES SPONSOR IX LLC
6260 LOOKOUT ROAD
BOULDER, CO 80301
XX


Signatures
GM SPONSOR II, LLC, By: /s/ Andrew McBride, Attorney-in-Fact1/13/2022
**Signature of Reporting PersonDate

AEG HOLDINGS, LLC, By: /s/ Andrew McBride, Attorney-in-Fact1/13/2022
**Signature of Reporting PersonDate

ALEC GORES, By: /s/ Andrew McBride, Attorney-in-Fact1/13/2022
**Signature of Reporting PersonDate

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