Statement of Changes in Beneficial Ownership (4)
June 27 2022 - 04:31PM
Edgar (US Regulatory)
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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 * GGP Sponsor Holdings,
LLC |
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 __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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|
(Last)
(First)
(Middle)
C/O GORES GUGGENHEIM, INC., 6260 LOOKOUT ROAD |
3. Date of Earliest Transaction (MM/DD/YYYY)
6/23/2022
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|
(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) ___
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
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)(3) |
|
|
770417 |
(1) |
(1) |
Class A Common Stock, par value $0.0001 per
share |
770417 |
$0.00 |
8892083 |
I |
See footnotes (4)(5) |
|
Class F Common Stock, par value $0.0001 per
share |
(1) |
6/23/2022 |
|
S (6) |
|
|
78426 |
(1) |
(1) |
Class A Common Stock, par value $0.0001 per
share |
78426 |
(6) |
8813656 |
I |
See footnotes (4)(5) |
|
Class F Common Stock, par value $0.0001 per
share |
(1) |
6/23/2022 |
|
D (7) |
|
|
8813656 |
(1) |
(1) |
Class A Common Stock, par value $0.0001 per
share |
8813656 |
$0.00 |
0 |
I |
See footnotes (4)(5) |
|
Warrants to Purchase Shares of Class A Common
Stock |
$11.50 |
6/23/2022 |
|
D (8) |
|
|
4500000 |
7/23/2022 |
6/23/2027 |
Class A Common Stock, par value $0.0001 per
share |
4500000 |
$0.00 |
0 |
I |
See footnotes (4)(5) |
| 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, Gores Guggenheim Sponsor
LLC ("Sponsor") forfeited 1,540,835 Class F Shares immediately
prior to the consummation of the Business Combination. Consists of
the Reporting Persons' (as defined below) pecuniary interest in
770,417, or 50%, of the Class F Shares forfeited by Sponsor, of
which GGP Sponsor Holdings LLC ("GGP") is a managing
member. |
| (3) |
(Continued from Footnote 2)
Sponsor also issued units with a pecuniary interest with respect to
100,000 Class F Shares to a third-party and reserved units with
respect to 500,000 Class F Shares for future issuance, further
reducing GGP's pecuniary interest to an indirect interest in
8,892,083 Class F Shares. |
| (4) |
Andrew M. Rosenfield is the
sole manager of GGP (and together with GGP, 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. |
| (5) |
Pursuant to Rule 16a-1(a)(4)
under the Securities Exchange Act of 1934, as amended (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. |
| (6) |
Immediately following the
forfeiture described in Note 2 above and prior to the consummation
of the Business Combination, GGP transferred interests in Sponsor
with respect to a pecuniary interest in 78,426 Class F Shares to
AEG Holdings, LLC, an affiliate of the other managing member of
Sponsor ("AEG"), in consideration for AEG's assumption of GGP's
obligation to purchase ordinary shares of Polestar in connection
with the Business Combination. |
| (7) |
Pursuant to the terms of the
Business Combination, each remaining Class F Share following the
transactions described above 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. |
| (8) |
Pursuant to the terms of the
Business Combination, each of the Issuer's outstanding warrants to
purchase Class A Shares was converted in the Business Combination
into the right to receive American Depositary Securities with
respect to certain securities issuable by Polestar. The Reporting
Persons' pecuniary interest in 50% of the aggregate of 9,000,000
warrants held by Sponsor was unchanged by the transactions
described in Note 3 above. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
GGP Sponsor Holdings, LLC
C/O GORES GUGGENHEIM, INC.
6260 LOOKOUT ROAD
BOULDER, CO 80301 |
X |
X |
|
|
Rosenfield Andrew
C/O GORES GUGGENHEIM, INC.
6260 LOOKOUT ROAD
BOULDER, CO 80301 |
X |
X |
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Signatures
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GGP SPONSOR HOLDINGS, LLC, By: /s/ Andrew
McBride, Attorney-in-Fact |
|
6/27/2022 |
| **Signature of Reporting
Person |
Date |
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ANDREW M. ROSENFIELD, By: /s/ Andrew McBride,
Attorney-in-Fact |
|
6/27/2022 |
| **Signature of Reporting
Person |
Date |
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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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