3//SEC Filing
GGP Sponsor Holdings, LLC 3
Accession 0000899243-21-013001
CIK 0001847127other
Filed
Mar 21, 8:00 PM ET
Accepted
Mar 22, 9:41 PM ET
Size
11.8 KB
Accession
0000899243-21-013001
Insider Transaction Report
Form 3
GGP Sponsor Holdings, LLC
Director10% Owner
Holdings
- (indirect: See Footnotes)
Class F Common Stock, par value $0.0001 per share
→ Class A Common Stock, par value $0.0001 per share (10,743,750 underlying)
Footnotes (4)
- [F1]Consists of the Reporting Persons' (as defined below) pecuniary interest in 10,743,750 or 50%, of the aggregate of 21,487,500 shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of Gores Guggenheim, Inc. (the "Issuer"), owned directly by Gores Guggenheim Sponsor LLC ("Sponsor"), of which GGP Sponsor Holdings LLC ("GGP") is a managing member. The Class F Shares owned directly by Sponsor include 2,812,500 Class F Shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to them to cover over-allotments.
- [F2]Such 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).
- [F3]Andrew M. Rosenfield is the sole member 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.
- [F4]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.
Issuer
Gores Guggenheim, Inc.
CIK 0001847127
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001851724
Filing Metadata
- Form type
- 3
- Filed
- Mar 21, 8:00 PM ET
- Accepted
- Mar 22, 9:41 PM ET
- Size
- 11.8 KB