4//SEC Filing
Rosenfield Andrew 4
Accession 0000899243-21-018735
CIK 0001847127other
Filed
May 6, 8:00 PM ET
Accepted
May 7, 6:17 PM ET
Size
9.3 KB
Accession
0000899243-21-018735
Insider Transaction Report
Form 4
GGP Sponsor Holdings, LLC
Director10% Owner
Transactions
- Disposition to Issuer
Class F Common Stock, par value $0.0001 per share
2021-05-06−781,250→ 9,962,500 total(indirect: See footnotes)→ Class A Common Stock, par value $0.0001 per share (781,250 underlying)
Rosenfield Andrew
Director10% Owner
Transactions
- Disposition to Issuer
Class F Common Stock, par value $0.0001 per share
2021-05-06−781,250→ 9,962,500 total(indirect: See footnotes)→ Class A Common Stock, par value $0.0001 per share (781,250 underlying)
Footnotes (4)
- [F1]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).
- [F2]Consists of the Reporting Persons' (as defined below) pecuniary interest in 781,250, or 50%, of the aggregate of 1,562,500 shares of Class F common stock forfeited by Gores Guggenheim Sponsor LLC ("Sponsor"), of which GGP Sponsor Holdings LLC ("GGP") is a managing member. The Sponsor forfeited the 1,562,500 shares of Class F common stock to the Issuer for no consideration, which was exempted pursuant to Rule 16b-3(e), in connection with the election of the underwriters of the Issuer's initial public offering not to exercise the remaining unused portion of the over-allotment option.
- [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
Documents
Issuer
Gores Guggenheim, Inc.
CIK 0001847127
Entity typeother
Related Parties
1- filerCIK 0001849193
Filing Metadata
- Form type
- 4
- Filed
- May 6, 8:00 PM ET
- Accepted
- May 7, 6:17 PM ET
- Size
- 9.3 KB