Statement of Changes in Beneficial Ownership (4)
June 27 2022 - 04:31PM
Edgar (US Regulatory)
FORM 4
[X] Check this box if no longer subject to
Section 16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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
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1. Name
and Address of Reporting Person * Bort Randy |
2. Issuer Name and Ticker or Trading
Symbol Gores Guggenheim, Inc. [ GGPI ] |
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 GORES GUGGENHEIM, INC., 6260 LOOKOUT ROAD |
3. Date of Earliest Transaction (MM/DD/YYYY)
6/23/2022
|
(Street)
BOULDER, CO 80301
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 |
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 |
Class F Common Stock, par value $0.0001 per
share |
(1) |
6/23/2022 |
|
D (2) |
|
|
25000 |
(1) |
(1) |
Class A Common Stock, par value $0.0001 per
share |
25000 |
$0.00 |
0 |
D |
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Explanation of
Responses: |
(1) |
Pursuant to the Amended and
Restated Certificate of Incorporation of Gores Guggenheim, 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.
333-253338). |
(2) |
On June 23, 2022, pursuant
to that certain Business Combination Agreement, dated as of
September 27, 2021, by and among the Issuer, Polestar Automotive
Holding UK Limited ("Polestar") and the other parties thereto, as
amended by Amendment No. 1 thereto, dated as of December 17, 2021,
Amendment No. 2 thereto, dated as of March 24, 2022, and Amendment
No. 3 thereto, dated as of April 21, 2022, the Issuer completed its
initial business combination (the "Business Combination"). Pursuant
to the terms of the Business Combination, each Class F Share was
converted in the Business Combination into the right to receive one
American Depositary Share with respect to an underlying Class A
ordinary share of Polestar. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Bort Randy
C/O GORES GUGGENHEIM, INC.
6260 LOOKOUT ROAD
BOULDER, CO 80301 |
X |
|
|
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Signatures
|
RANDY BORT, By: /s/ Andrew McBride,
Attorney-in-Fact |
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6/27/2022 |
**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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