MMAT Meta Materials Inc

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 * Welch Thomas Gordon	2. Issuer Name and Ticker or Trading Symbol META MATERIALS INC. [ MMAT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    __X__ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O META MATERIALS INC. 1 RESEARCH DRIVE,	3. Date of Earliest Transaction (MM/DD/YYYY) 1/27/2022
(Street) DARTMOUTH, A5 B2Y 4M9 (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
Common Stock	1/27/2022		M		2000000	A	$1.45 (1)	3841000	I	By Spouse

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
Exchangeable Shares	(2)	1/27/2022		M			2000000	(2)	(2)	Common Stock	2000000	(1)	18941239	I	By Spouse

Explanation of Responses:
(1)	On January 27, 2022, the reporting person's spouse exchanged 2,000,000 Exchangeable Shares into 2,000,000 shares of common stock at an exchange price of $1.45, the market price of the common stock on the business day preceding the exchange.
(2)	Each Exchangeable Share, an exchangeable share of Metamaterial Exchangeco Inc., an Ontario corporation, is the economic equivalent of one share of MMAT common stock. Each Exchangeable Share holds a voting interest in Meta Materials Inc. equivalent to a share of common stock of Meta Materials Inc. and will be settled in shares of MMAT common stock upon certain events or at the election of the holder.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Welch Thomas Gordon C/O META MATERIALS INC. 1 RESEARCH DRIVE DARTMOUTH, A5 B2Y 4M9		X
Lambert Anne Barber C/O META MATERIALS INC. 1 RESEARCH DRIVE DARTMOUTH, A5 B2Y 4M9		X

Signatures
/s/ Thomas Welch		2/14/2022
**Signature of Reporting Person		Date
/s/ Anne Lambert		2/14/2022
**Signature of Reporting Person		Date