Metropoulos C. Dean

SEC source: 0001493152-26-020610 · ownership.xml · nonDerivative · entry 1

Metropoulos C. Dean · CIK 0001690023 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 20,596

F1 · shares: Pursuant to the Issuer's Non-Employee Director Compensation Policy, the Reporting Person has elected to receive Class A Common Stock of the Issuer in lieu of cash compensation.

SEC source: 0001493152-26-014935 · ownership.xml · nonDerivative · entry 1

Metropoulos C. Dean · CIK 0001690023 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 20,167

F1 · shares: Pursuant to the Issuer's Non-Employee Director Compensation Policy, the Reporting Person has elected to receive Class A Common Stock of the Issuer in lieu of cash compensation. The Reporting Person has deferred receiving the Class A Common Stock.

SEC source: 0001493152-26-000398 · ownership.xml · nonDerivative · entry 1

Metropoulos C. Dean · CIK 0001690023 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 18,707

F1 · shares: Pursuant to the Issuer's Non-Employee Director Compensation Policy, the Reporting Person has elected to receive Class A Common Stock of the Issuer in lieu of cash compensation. The Reporting Person has deferred receiving the Class A Common Stock.

SEC source: 0001493152-25-016701 · ownership.xml · nonDerivative · entry 1

Metropoulos C. Dean · CIK 0001690023 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 17,026

F1 · shares: Pursuant to the Issuer's Non-Employee Director Compensation Policy, the Reporting Person has elected to receive Class A Common Stock of the Issuer in lieu of cash compensation. The Reporting Person has deferred receiving the Class A Common Stock.

SEC source: 0000950170-25-093039 · ownership.xml · nonDerivative · entry 1

Metropoulos C. Dean · CIK 0001690023 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 15,782

F1 · shares: Pursuant to the Issuer's Non-Employee Director Compensation Policy, the Reporting Person has elected to receive Class A Common Stock of the Issuer in lieu of cash compensation. The Reporting Person has deferred receiving the Class A Common Stock.

SEC source: 0000950170-25-062798 · ownership.xml · nonDerivative · entry 1

Metropoulos C. Dean · CIK 0001690023 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 14,854

F1 · shares: Class A Common Stock was granted to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy. The Reporting Person has deferred receiving the Class A Common Stock.

SEC source: 0000950170-25-049408 · ownership.xml · nonDerivative · entry 1

Metropoulos C. Dean · CIK 0001690023 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,219

F1 · shares: Pursuant to the Issuer's Non-Employee Director Compensation Policy, the Reporting Person has elected to receive Class A Common Stock of the Issuer. The Reporting Person has deferred receiving the Class A Common Stock.

SEC source: 0000950170-24-126636 · ownership.xml · nonDerivative · entry 1

Metropoulos C. Dean · CIK 0001690023 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,445

SEC source: 0000950142-22-000392 · es220219052_4-sond.xml · derivative · entry 3

HRM Holdings II LLC · CIK 0001839454 · Director

Metropoulos C. Dean · CIK 0001690023 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 2,750,000

Underlying: Class A Common Stock, par value $0.0001 per share · 2,750,000 shares

Expires 2027-01-18

F5 · kind: The warrants were purchased by Sponsor on January 21, 2021 and subsequently distributed by Sponsor to its members in an in-kind distribution. The exercisability of the warrants was conditioned upon completion of the Issuer's initial business combination. The warrants will become exercisable 30 days after the closing of the Business Combination.

F5 · ownership.nature: The warrants were purchased by Sponsor on January 21, 2021 and subsequently distributed by Sponsor to its members in an in-kind distribution. The exercisability of the warrants was conditioned upon completion of the Issuer's initial business combination. The warrants will become exercisable 30 days after the closing of the Business Combination.

F6 · ownership.nature: 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. 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.

SEC source: 0000950142-22-000392 · es220219052_4-sond.xml · derivative · entry 2

HRM Holdings II LLC · CIK 0001839454 · Director

Metropoulos C. Dean · CIK 0001690023 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Class A Common Stock, par value $0.0001 per share · 1,277,285 shares

Expires not disclosed

F1 · derivative.exercise_price: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, 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. 333-251663). (Con't in FN2)

F2 · derivative.exercise_price: (Con't from FN1) On January 18, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2021, by and among the Issuer, Sonder Holdings Inc. and the other parties thereto, as amended by Amendment No. 1 thereto, dated as of October 27, 2021, the Issuer completed its initial business combination (the "Business Combination"). Upon completion of the Business Combination, the Issuer was renamed Sonder Holdings Inc. As a result of the Business Combination, each share of Class F Common Stock of the Issuer outstanding was automatically converted into a share of Class A Common Stock of the Issuer.

F4 · kind: The securities reported in this transaction were held of record by Gores Metropoulos Sponsor II, LLC ("Sponsor"), of which HRM Holdings II LLC ("HRM") is a managing member. As such, each of the Reporting Persons may be deemed to have beneficial ownership of the securities beneficially owned by Sponsor. Pursuant to the terms of the Business Combination, Sponsor forfeited all of the 1,277,285 shares of Class F Common Stock of the Issuer owned thereby in connection with the Business Combination.

F1 · derivative.exercise_date: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, 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. 333-251663). (Con't in FN2)

F2 · derivative.exercise_date: (Con't from FN1) On January 18, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2021, by and among the Issuer, Sonder Holdings Inc. and the other parties thereto, as amended by Amendment No. 1 thereto, dated as of October 27, 2021, the Issuer completed its initial business combination (the "Business Combination"). Upon completion of the Business Combination, the Issuer was renamed Sonder Holdings Inc. As a result of the Business Combination, each share of Class F Common Stock of the Issuer outstanding was automatically converted into a share of Class A Common Stock of the Issuer.

F1 · derivative.expiration_date: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, 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. 333-251663). (Con't in FN2)

F2 · derivative.expiration_date: (Con't from FN1) On January 18, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2021, by and among the Issuer, Sonder Holdings Inc. and the other parties thereto, as amended by Amendment No. 1 thereto, dated as of October 27, 2021, the Issuer completed its initial business combination (the "Business Combination"). Upon completion of the Business Combination, the Issuer was renamed Sonder Holdings Inc. As a result of the Business Combination, each share of Class F Common Stock of the Issuer outstanding was automatically converted into a share of Class A Common Stock of the Issuer.

F4 · ownership.nature: The securities reported in this transaction were held of record by Gores Metropoulos Sponsor II, LLC ("Sponsor"), of which HRM Holdings II LLC ("HRM") is a managing member. As such, each of the Reporting Persons may be deemed to have beneficial ownership of the securities beneficially owned by Sponsor. Pursuant to the terms of the Business Combination, Sponsor forfeited all of the 1,277,285 shares of Class F Common Stock of the Issuer owned thereby in connection with the Business Combination.

F6 · ownership.nature: 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. 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.

SEC source: 0000950142-21-000896 · es210136947_4-gmii.xml · derivative · entry 1

HRM Holdings II LLC · CIK 0001839454 · Director · 10% owner

Metropoulos C. Dean · CIK 0001690023 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,749,375

Underlying: Class A Common Stock · 106,250 shares

Expires not disclosed

F1 · derivative.exercise_price: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, 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. 333-251663). The Class F shares are owned directly by Gores Metropoulos Sponsor II, LLC (the "Sponsor"), of which HRM Holdings II LLC ("HRM") is a managing member.

F2 · kind: The Sponsor forfeited 250,000 Class F Shares to the Issuer for no consideration, which was exempted pursuant to Rule 16b-3(e), in connection with the underwriter's election not to exercise the remaining unused portion of the over-allotment option. The 106,250 Class F Shares reported in Columns 5 and 7 reflect the Reporting Persons? (as defined below) pecuniary interest, as described in footnote 3 below.

F3 · shares: Consists of the Reporting Persons' pecuniary interest in 42.5% of the aggregate of 11,175,000 Class F Shares, owned directly by the Sponsor, net of the 250,000 Class F Share forfeiture described in footnote 2 above.

F1 · derivative.exercise_date: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, 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. 333-251663). The Class F shares are owned directly by Gores Metropoulos Sponsor II, LLC (the "Sponsor"), of which HRM Holdings II LLC ("HRM") is a managing member.

F1 · derivative.expiration_date: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, 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. 333-251663). The Class F shares are owned directly by Gores Metropoulos Sponsor II, LLC (the "Sponsor"), of which HRM Holdings II LLC ("HRM") is a managing member.

F3 · derivative.underlying_shares: Consists of the Reporting Persons' pecuniary interest in 42.5% of the aggregate of 11,175,000 Class F Shares, owned directly by the Sponsor, net of the 250,000 Class F Share forfeiture described in footnote 2 above.

F3 · balance_after: Consists of the Reporting Persons' pecuniary interest in 42.5% of the aggregate of 11,175,000 Class F Shares, owned directly by the Sponsor, net of the 250,000 Class F Share forfeiture described in footnote 2 above.

F4 · ownership.direct: Dean Metropoulos is the managing member of HRM (and together with HRM, 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. 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.

SEC source: 0000950142-22-000392 · es220219052_4-sond.xml · nonDerivative · entry 1

HRM Holdings II LLC · CIK 0001839454 · Director

Metropoulos C. Dean · CIK 0001690023 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 426,161

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, 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. 333-251663). (Con't in FN2)

F2 · kind: (Con't from FN1) On January 18, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2021, by and among the Issuer, Sonder Holdings Inc. and the other parties thereto, as amended by Amendment No. 1 thereto, dated as of October 27, 2021, the Issuer completed its initial business combination (the "Business Combination"). Upon completion of the Business Combination, the Issuer was renamed Sonder Holdings Inc. As a result of the Business Combination, each share of Class F Common Stock of the Issuer outstanding was automatically converted into a share of Class A Common Stock of the Issuer.

F3 · ownership.direct: The securities reported in this transaction were held of record by HRM Holdings II LLC ("HRM"). Dean Metropoulos is the managing member of HRM (and together with HRM, the "Reporting Persons").

F6 · ownership.direct: 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. 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.

SEC source: 0000950142-22-000341 · es220217208_4-gmii.xml · derivative · entry 2

HRM Holdings II LLC · CIK 0001839454 · Director

Metropoulos C. Dean · CIK 0001690023 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 426,161

Underlying: Class A Common Stock · 426,161 shares

Expires not disclosed

F1 · derivative.exercise_price: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, 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. 333-251663). The Class F shares are owned directly by Gores Metropoulos Sponsor II, LLC (the "Sponsor"), of which HRM Holdings II LLC ("HRM") is a managing member.

F4 · kind: HRM received 426,161 Class F Shares in the in-kind distribution described in footnote 2 above.

F1 · derivative.exercise_date: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, 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. 333-251663). The Class F shares are owned directly by Gores Metropoulos Sponsor II, LLC (the "Sponsor"), of which HRM Holdings II LLC ("HRM") is a managing member.

F1 · derivative.expiration_date: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, 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. 333-251663). The Class F shares are owned directly by Gores Metropoulos Sponsor II, LLC (the "Sponsor"), of which HRM Holdings II LLC ("HRM") is a managing member.

F4 · ownership.direct: HRM received 426,161 Class F Shares in the in-kind distribution described in footnote 2 above.

F5 · ownership.direct: Dean Metropoulos is the managing member of HRM (and together with HRM, 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. 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.

SEC source: 0000950142-22-000341 · es220217208_4-gmii.xml · derivative · entry 1

HRM Holdings II LLC · CIK 0001839454 · Director

Metropoulos C. Dean · CIK 0001690023 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 1,277,285

Underlying: Class A Common Stock · 9,897,715 shares

Expires not disclosed

F1 · derivative.exercise_price: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, 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. 333-251663). The Class F shares are owned directly by Gores Metropoulos Sponsor II, LLC (the "Sponsor"), of which HRM Holdings II LLC ("HRM") is a managing member.

F2 · kind: On January 11, 2022, the Sponsor made an in-kind distribution of 9,897,715 Class F Shares to its members.

F1 · derivative.exercise_date: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, 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. 333-251663). The Class F shares are owned directly by Gores Metropoulos Sponsor II, LLC (the "Sponsor"), of which HRM Holdings II LLC ("HRM") is a managing member.

F1 · derivative.expiration_date: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, 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. 333-251663). The Class F shares are owned directly by Gores Metropoulos Sponsor II, LLC (the "Sponsor"), of which HRM Holdings II LLC ("HRM") is a managing member.

F3 · derivative.underlying_shares: Consists of all of the remaining Class F Shares held by Sponsor, of which the Reporting Persons (as defined below) have a pecuniary interest in a portion thereof. 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. 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.

F3 · ownership.nature: Consists of all of the remaining Class F Shares held by Sponsor, of which the Reporting Persons (as defined below) have a pecuniary interest in a portion thereof. 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. 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.

SEC source: 0000950142-20-002694 · es200117294_4-gmhi.xml · derivative · entry 5

Metropoulos C. Dean · CIK 0001690023 · Director · Chairman

HRM Holdings LLC · CIK 0001766416 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Class A Common Stock · 992,500 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share (the ?Class F Shares?) have no expiration date and automatically converted 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. 333-228739).

F3 · kind: The securities reported in this transaction are held of record by HRM Holdings LLC (?HRM?). Mr. Metropoulos is the managing member of HRM Holdings LLC and various trusts for the benefit of Mr. Metropoulos and members of his immediate family are the members of HRM.

F2 · price: Upon the completion of the Issuer's initial business combination described in footnote 1 above, the Issuer's Class F Shares (as defined below) automatically converted into Class A Shares, as described in footnote 4 below.

F4 · derivative.exercise_date: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share (the ?Class F Shares?) have no expiration date and automatically converted 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. 333-228739).

F4 · derivative.expiration_date: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share (the ?Class F Shares?) have no expiration date and automatically converted 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. 333-228739).

F3 · ownership.nature: The securities reported in this transaction are held of record by HRM Holdings LLC (?HRM?). Mr. Metropoulos is the managing member of HRM Holdings LLC and various trusts for the benefit of Mr. Metropoulos and members of his immediate family are the members of HRM.

F7 · ownership.nature: 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. 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.

SEC source: 0000950142-20-002694 · es200117294_4-gmhi.xml · derivative · entry 4

Metropoulos C. Dean · CIK 0001690023 · Director · Chairman

HRM Holdings LLC · CIK 0001766416 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 3,333,333

Underlying: Class A Common Stock · 3,333,333 shares

Expires 2025-12-02

F6 · kind: The Sponsor made an in-kind distribution of such warrants to each of its members pro rata in accordance with their respective pecuniary interests therein immediately prior to the Issuer?s initial business combination. The receipt of such warrants was exempt pursuant to Rule 16a-13.

F6 · price: The Sponsor made an in-kind distribution of such warrants to each of its members pro rata in accordance with their respective pecuniary interests therein immediately prior to the Issuer?s initial business combination. The receipt of such warrants was exempt pursuant to Rule 16a-13.

F3 · ownership.nature: The securities reported in this transaction are held of record by HRM Holdings LLC (?HRM?). Mr. Metropoulos is the managing member of HRM Holdings LLC and various trusts for the benefit of Mr. Metropoulos and members of his immediate family are the members of HRM.

F7 · ownership.nature: 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. 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.

SEC source: 0000950142-20-002694 · es200117294_4-gmhi.xml · derivative · entry 3

Metropoulos C. Dean · CIK 0001690023 · Director · Chairman

HRM Holdings LLC · CIK 0001766416 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 992,500

Underlying: Class A Common Stock · 992,500 shares

Expires not disclosed

F4 · derivative.exercise_price: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share (the ?Class F Shares?) have no expiration date and automatically converted 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. 333-228739).

F5 · kind: HRM is a managing member of Gores Metropoulos Sponsor LLC (?Sponsor?). The Sponsor made an in-kind distribution of such shares of Class F Common Stock to each of its members pro rata in accordance with their respective pecuniary interests therein immediately prior to the Issuer?s initial business combination. The receipt of such shares was exempt pursuant to Rule 16a-13 (?Rule 16a-13?) under the Exchange Act.

F5 · price: HRM is a managing member of Gores Metropoulos Sponsor LLC (?Sponsor?). The Sponsor made an in-kind distribution of such shares of Class F Common Stock to each of its members pro rata in accordance with their respective pecuniary interests therein immediately prior to the Issuer?s initial business combination. The receipt of such shares was exempt pursuant to Rule 16a-13 (?Rule 16a-13?) under the Exchange Act.

F4 · derivative.exercise_date: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share (the ?Class F Shares?) have no expiration date and automatically converted 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. 333-228739).

F4 · derivative.expiration_date: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share (the ?Class F Shares?) have no expiration date and automatically converted 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. 333-228739).

F3 · ownership.nature: The securities reported in this transaction are held of record by HRM Holdings LLC (?HRM?). Mr. Metropoulos is the managing member of HRM Holdings LLC and various trusts for the benefit of Mr. Metropoulos and members of his immediate family are the members of HRM.

F7 · ownership.nature: 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. 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.

SEC source: 0000950142-20-002694 · es200117294_4-gmhi.xml · nonDerivative · entry 2

Metropoulos C. Dean · CIK 0001690023 · Director · Chairman

HRM Holdings LLC · CIK 0001766416 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 992,500

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: Upon the completion of the Issuer's initial business combination described in footnote 1 above, the Issuer's Class F Shares (as defined below) automatically converted into Class A Shares, as described in footnote 4 below.

F3 · ownership.nature: The securities reported in this transaction are held of record by HRM Holdings LLC (?HRM?). Mr. Metropoulos is the managing member of HRM Holdings LLC and various trusts for the benefit of Mr. Metropoulos and members of his immediate family are the members of HRM.

F7 · ownership.nature: 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. 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.

SEC source: 0000950142-20-002694 · es200117294_4-gmhi.xml · nonDerivative · entry 1

Metropoulos C. Dean · CIK 0001690023 · Director · Chairman

HRM Holdings LLC · CIK 0001766416 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By C. Dean Metropoulos 2015 Delaware Trust

Disclosed balance after: 99,993

F1 · price: On December 2, 2020, pursuant to that certain Agreement and Plan of Merger, dated as of August 24, 2020, by and among Gores Metropoulos, Inc. (the "Issuer"), Luminar Technologies, Inc., a Delaware corporation ("Luminar") and the other parties thereto, the Issuer completed its initial business combination. The shares of Class A common stock, par value $0.0001 per share ("Class A Shares") of the Issuer consist of Class A Shares issued in exchange for shares of Luminar Series X Preferred Stock acquired by a trust for the benefit of Mr. Metropoulos prior to the initial business combination. The issuance of the shares was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

F7 · ownership.nature: 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. 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.

SEC source: 0000950142-20-002714 · es200118390_4a1-gmhi.xml · derivative · entry 5

Metropoulos C. Dean · CIK 0001690023 · Director · Chairman

HRM Holdings LLC · CIK 0001766416 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Class A Common Stock · 992,500 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_price: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share (the ?Class F Shares?) have no expiration date and automatically converted 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. 333-228739).

F3 · kind: Upon the completion of the Issuer's initial business combination described in footnote 1 above, the Issuer's Class F Shares (as defined below) automatically converted into Class A Shares, as described in footnote 4 below.

F3 · price: Upon the completion of the Issuer's initial business combination described in footnote 1 above, the Issuer's Class F Shares (as defined below) automatically converted into Class A Shares, as described in footnote 4 below.

F5 · derivative.exercise_date: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share (the ?Class F Shares?) have no expiration date and automatically converted 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. 333-228739).

F5 · derivative.expiration_date: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share (the ?Class F Shares?) have no expiration date and automatically converted 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. 333-228739).

F4 · ownership.nature: The securities reported in this transaction are held of record by HRM Holdings LLC (?HRM?). Mr. Metropoulos is the managing member of HRM Holdings LLC and various trusts for the benefit of Mr. Metropoulos and members of his immediate family are the members of HRM.

F8 · ownership.nature: 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. 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.

SEC source: 0000950142-20-002714 · es200118390_4a1-gmhi.xml · derivative · entry 4

Metropoulos C. Dean · CIK 0001690023 · Director · Chairman

HRM Holdings LLC · CIK 0001766416 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 3,333,333

Underlying: Class A Common Stock · 3,333,333 shares

Expires 2025-12-02

F7 · kind: The Sponsor made an in-kind distribution of such warrants to each of its members pro rata in accordance with their respective pecuniary interests therein immediately prior to the Issuer?s initial business combination. The receipt of such warrants was exempt pursuant to Rule 16a-13.

F7 · price: The Sponsor made an in-kind distribution of such warrants to each of its members pro rata in accordance with their respective pecuniary interests therein immediately prior to the Issuer?s initial business combination. The receipt of such warrants was exempt pursuant to Rule 16a-13.

F4 · ownership.nature: The securities reported in this transaction are held of record by HRM Holdings LLC (?HRM?). Mr. Metropoulos is the managing member of HRM Holdings LLC and various trusts for the benefit of Mr. Metropoulos and members of his immediate family are the members of HRM.

F8 · ownership.nature: 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. 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.

SEC source: 0000950142-20-002714 · es200118390_4a1-gmhi.xml · derivative · entry 3

Metropoulos C. Dean · CIK 0001690023 · Director · Chairman

HRM Holdings LLC · CIK 0001766416 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 992,500

Underlying: Class A Common Stock · 992,500 shares

Expires not disclosed

F5 · derivative.exercise_price: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share (the ?Class F Shares?) have no expiration date and automatically converted 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. 333-228739).

F6 · kind: HRM is a managing member of Gores Metropoulos Sponsor LLC (?Sponsor?). The Sponsor made an in-kind distribution of such shares of Class F Common Stock to each of its members pro rata in accordance with their respective pecuniary interests therein immediately prior to the Issuer?s initial business combination. The receipt of such shares was exempt pursuant to Rule 16a-13 (?Rule 16a-13?) under the Exchange Act.

F6 · price: HRM is a managing member of Gores Metropoulos Sponsor LLC (?Sponsor?). The Sponsor made an in-kind distribution of such shares of Class F Common Stock to each of its members pro rata in accordance with their respective pecuniary interests therein immediately prior to the Issuer?s initial business combination. The receipt of such shares was exempt pursuant to Rule 16a-13 (?Rule 16a-13?) under the Exchange Act.

F5 · derivative.exercise_date: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share (the ?Class F Shares?) have no expiration date and automatically converted 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. 333-228739).

F5 · derivative.expiration_date: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share (the ?Class F Shares?) have no expiration date and automatically converted 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. 333-228739).

F4 · ownership.nature: The securities reported in this transaction are held of record by HRM Holdings LLC (?HRM?). Mr. Metropoulos is the managing member of HRM Holdings LLC and various trusts for the benefit of Mr. Metropoulos and members of his immediate family are the members of HRM.

F8 · ownership.nature: 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. 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.

SEC source: 0000950142-20-002714 · es200118390_4a1-gmhi.xml · nonDerivative · entry 2

Metropoulos C. Dean · CIK 0001690023 · Director · Chairman

HRM Holdings LLC · CIK 0001766416 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 992,500

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · price: Upon the completion of the Issuer's initial business combination described in footnote 1 above, the Issuer's Class F Shares (as defined below) automatically converted into Class A Shares, as described in footnote 4 below.

F4 · ownership.nature: The securities reported in this transaction are held of record by HRM Holdings LLC (?HRM?). Mr. Metropoulos is the managing member of HRM Holdings LLC and various trusts for the benefit of Mr. Metropoulos and members of his immediate family are the members of HRM.

F8 · ownership.nature: 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. 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.

SEC source: 0000950142-20-002714 · es200118390_4a1-gmhi.xml · nonDerivative · entry 1

Metropoulos C. Dean · CIK 0001690023 · Director · Chairman

HRM Holdings LLC · CIK 0001766416 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By C. Dean Metropoulos 2015 Delaware Trust

Disclosed balance after: 100,378

F1 · shares: This amendment is being filed to correct the number of shares, which was incorrectly reported in the original Form 4.

F2 · price: On December 2, 2020, pursuant to that certain Agreement and Plan of Merger, dated as of August 24, 2020, by and among Gores Metropoulos, Inc. (the "Issuer"), Luminar Technologies, Inc., a Delaware corporation ("Luminar") and the other parties thereto, the Issuer completed its initial business combination. The shares of Class A common stock, par value $0.0001 per share ("Class A Shares") of the Issuer consist of Class A Shares issued in exchange for shares of Luminar Series X Preferred Stock acquired by a trust for the benefit of Mr. Metropoulos prior to the initial business combination. The issuance of the shares was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

F1 · balance_after: This amendment is being filed to correct the number of shares, which was incorrectly reported in the original Form 4.

F8 · ownership.nature: 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. 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.

SEC source: 0000899243-20-031991 · doc4.xml · derivative · entry 1

Metropoulos C. Dean · CIK 0001690023 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 1,000,000 shares

Expires 2021-11-04

F1 · kind: On November 23, 2020, Hostess Brands, Inc. (the "Company") agreed to purchase from the reporting person 2,000,000 private placement warrants to purchase 1,000,000 shares of Class A Common Stock of the Company with an exercise price of $11.50 per share for an aggregate purchase price of $2,000,000, which is $1.00 per warrant ($2.00 per underlying share).

SEC source: 0000899243-20-015654 · doc4.xml · nonDerivative · entry 1

Metropoulos C. Dean · CIK 0001690023 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,623

F1 · security: Consists of a grant of restricted stock units. Each restricted stock unit represents the right to receive one share of Class A common stock of Hostess Brands, Inc. (the "Company"). These restricted stock units will vest upon the first to occur of (i) the Company's 2021 annual stockholders' meeting, (ii) fifteen months after the date of grant, (iii) the death or disability of the reporting person, or (iv) a change of control of the Company, in each case, subject to continued service until such vesting date, and will be settled upon the reporting person's termination of Board service or if earlier, a change of control of the Company.

SEC source: 0000899243-19-021949 · doc4.xml · nonDerivative · entry 1

Metropoulos C. Dean · CIK 0001690023 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By trust

Disclosed balance after: 0

SEC source: 0001690023-19-000002 · wf-form4_155959866287666.xml · nonDerivative · entry 1

Metropoulos C. Dean · CIK 0001690023 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 466,023

F1 · security: Consists of a grant of restricted stock units. Each restricted stock unit represents the right to receive one share of Class A Common Stock of Hostess Brands, Inc. (the "Company"). These restricted stock units shall vest upon the first to occur of (i) the Company's 2020 annual stockholders' meeting, (ii) the date that is 15 calendar months following the grant date, (iii) the death or disability of the director, or (iv) a change of control of the Company, in each case, subject to continued service until such vesting date, and shall be settled upon the director's termination of Board service or if earlier, a change of control of the Company.

SEC source: 0000899243-19-014000 · doc4.xml · derivative · entry 4

Metropoulos C. Dean · CIK 0001690023 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By CDM HB Holdings, LLC

Disclosed balance after: 0

Underlying: Class A Common Stock · 1,834,300 shares

Expires not disclosed

F1 · derivative.exercise_price: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between Hostess Brands, Inc. (the "Issuer"), the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F1 · kind: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between Hostess Brands, Inc. (the "Issuer"), the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F1 · price: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between Hostess Brands, Inc. (the "Issuer"), the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F1 · derivative.exercise_date: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between Hostess Brands, Inc. (the "Issuer"), the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F1 · derivative.expiration_date: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between Hostess Brands, Inc. (the "Issuer"), the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F2 · ownership.nature: The securities were directly owned by CDM HB Holdings, LLC ("CDM HB Holdings"). The reporting person directly holds a majority of the limited liability company membership interests of CDM HB Holdings. The remaining minority of limited liability company membership interests of CDM HB Holdings is held by CDM HB Holdings Corp., whose sole shareholder is the reporting person. Accordingly, the reporting person may be deemed to have beneficial ownership of all of the securities that were owned by CDM HB Holdings.

SEC source: 0000899243-19-014000 · doc4.xml · nonDerivative · entry 2

Metropoulos C. Dean · CIK 0001690023 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By CDM HB Holdings, LLC

Disclosed balance after: 0

F2 · ownership.nature: The securities were directly owned by CDM HB Holdings, LLC ("CDM HB Holdings"). The reporting person directly holds a majority of the limited liability company membership interests of CDM HB Holdings. The remaining minority of limited liability company membership interests of CDM HB Holdings is held by CDM HB Holdings Corp., whose sole shareholder is the reporting person. Accordingly, the reporting person may be deemed to have beneficial ownership of all of the securities that were owned by CDM HB Holdings.

SEC source: 0000899243-19-014000 · doc4.xml · nonDerivative · entry 1

Metropoulos C. Dean · CIK 0001690023 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By CDM HB Holdings, LLC

Disclosed balance after: 1,834,300

F1 · kind: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between Hostess Brands, Inc. (the "Issuer"), the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F1 · price: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between Hostess Brands, Inc. (the "Issuer"), the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F2 · ownership.nature: The securities were directly owned by CDM HB Holdings, LLC ("CDM HB Holdings"). The reporting person directly holds a majority of the limited liability company membership interests of CDM HB Holdings. The remaining minority of limited liability company membership interests of CDM HB Holdings is held by CDM HB Holdings Corp., whose sole shareholder is the reporting person. Accordingly, the reporting person may be deemed to have beneficial ownership of all of the securities that were owned by CDM HB Holdings.

SEC source: 0000899243-19-008593 · doc4.xml · derivative · entry 1

Metropoulos C. Dean · CIK 0001690023 · Director · Chairman · 10% owner

HRM Holdings LLC · CIK 0001766416 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 4,962,500

Underlying: Class A Common Stock · 390,625 shares

Expires not disclosed

F1 · derivative.exercise_price: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos, 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. 333-228739).

F2 · kind: Consists of the Reporting Persons' (as defined below) pecuniary interest in 390,625, or 50%, of the aggregate of 781,250 shares of Class F common stock forfeited by Gores Metropoulos Sponsor LLC ("Sponsor"), of which HRM Holdings LLC (together with C. Dean Metropoulos, the "Reporting Persons") is a managing member. The Sponsor forfeited the 781,250 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.

F2 · price: Consists of the Reporting Persons' (as defined below) pecuniary interest in 390,625, or 50%, of the aggregate of 781,250 shares of Class F common stock forfeited by Gores Metropoulos Sponsor LLC ("Sponsor"), of which HRM Holdings LLC (together with C. Dean Metropoulos, the "Reporting Persons") is a managing member. The Sponsor forfeited the 781,250 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.

F1 · derivative.exercise_date: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos, 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. 333-228739).

F1 · derivative.expiration_date: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos, 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. 333-228739).

F2 · ownership.nature: Consists of the Reporting Persons' (as defined below) pecuniary interest in 390,625, or 50%, of the aggregate of 781,250 shares of Class F common stock forfeited by Gores Metropoulos Sponsor LLC ("Sponsor"), of which HRM Holdings LLC (together with C. Dean Metropoulos, the "Reporting Persons") is a managing member. The Sponsor forfeited the 781,250 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 · ownership.nature: Mr. Metropoulos is the managing member of HRM Holdings LLC and various trusts for the benefit of Mr. Metropoulos and members of his immediate family are the members of HRM Holdings LLC. 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. 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.

SEC source: 0000899243-19-000317 · doc4.xml · nonDerivative · entry 1

Metropoulos C. Dean · CIK 0001690023 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 458,939

F1 · shares: Consists of a grant of restricted stock units in connection with the reporting person's new role as Non-Executive Chairman. Each restricted stock unit represents the right to receive a share of Class A Common Stock, par value $0.0001 per share of Hostess Brands, Inc. (the "Company"). Such restricted stock units shall vest upon the first to occur of (i) the Company's 2019 annual stockholders' meeting, (ii) the date that is nine calendar months following the grant date, (iii) the death or disability of the reporting person, or (iv) a change of control of the Company, in each case, subject to continued service until such vesting date, and shall be settled upon termination of the reporting person's Board service or if earlier, a change of control of the Company.

SEC source: 0000899243-18-030251 · doc4.xml · nonDerivative · entry 1

Metropoulos C. Dean · CIK 0001690023 · Director · Executive Chairman · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 455,400

SEC source: 0000950142-16-004919 · es1601215_4-hostessmet.xml · derivative · entry 9

Metropoulos C. Dean · CIK 0001690023 · Director · Executive Chairman · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By CDM HB Holdings, LLC

Disclosed balance after: 1,834,300

Underlying: Class A Common Stock · 45,200 shares

Expires not disclosed

F1 · derivative.exercise_price: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F1 · kind: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F1 · price: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F1 · derivative.exercise_date: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F1 · derivative.expiration_date: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F5 · ownership.nature: Since November 18, 2016, the securities beneficially owned by the reporting person have been directly owned by CDM HB Holdings, LLC ("CDM HB Holdings"). The reporting person directly holds a majority of the limited liability company membership interests of CDM HB Holdings. The remaining minority of limited liability company membership interests of CDM HB Holdings is held by CDM HB Holdings Corp., whose sole shareholder is the reporting person. Accordingly, the reporting person may be deemed to have beneficial ownership of all of the securities owned by CDM HB Holdings.

SEC source: 0000950142-16-004919 · es1601215_4-hostessmet.xml · nonDerivative · entry 6

Metropoulos C. Dean · CIK 0001690023 · Director · Executive Chairman · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By CDM HB Holdings, LLC

Disclosed balance after: 0

F4 · price: Reflects the weighted average price of sales on December 14, 2016. The shares were sold in multiple transactions at prices ranging from $12.95 to $12.96, inclusive. The reporting person undertakes to provide to Hostess Brands, Inc., any security holder of Hostess Brands, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

F5 · ownership.nature: Since November 18, 2016, the securities beneficially owned by the reporting person have been directly owned by CDM HB Holdings, LLC ("CDM HB Holdings"). The reporting person directly holds a majority of the limited liability company membership interests of CDM HB Holdings. The remaining minority of limited liability company membership interests of CDM HB Holdings is held by CDM HB Holdings Corp., whose sole shareholder is the reporting person. Accordingly, the reporting person may be deemed to have beneficial ownership of all of the securities owned by CDM HB Holdings.

SEC source: 0000950142-16-004919 · es1601215_4-hostessmet.xml · nonDerivative · entry 5

Metropoulos C. Dean · CIK 0001690023 · Director · Executive Chairman · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By CDM HB Holdings, LLC

Disclosed balance after: 45,200

F1 · kind: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F1 · price: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F5 · ownership.nature: Since November 18, 2016, the securities beneficially owned by the reporting person have been directly owned by CDM HB Holdings, LLC ("CDM HB Holdings"). The reporting person directly holds a majority of the limited liability company membership interests of CDM HB Holdings. The remaining minority of limited liability company membership interests of CDM HB Holdings is held by CDM HB Holdings Corp., whose sole shareholder is the reporting person. Accordingly, the reporting person may be deemed to have beneficial ownership of all of the securities owned by CDM HB Holdings.

SEC source: 0000950142-16-004919 · es1601215_4-hostessmet.xml · derivative · entry 8

Metropoulos C. Dean · CIK 0001690023 · Director · Executive Chairman · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By CDM HB Holdings, LLC

Disclosed balance after: 1,879,500

Underlying: Class A Common Stock · 50,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F1 · kind: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F1 · price: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F1 · derivative.exercise_date: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F1 · derivative.expiration_date: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F5 · ownership.nature: Since November 18, 2016, the securities beneficially owned by the reporting person have been directly owned by CDM HB Holdings, LLC ("CDM HB Holdings"). The reporting person directly holds a majority of the limited liability company membership interests of CDM HB Holdings. The remaining minority of limited liability company membership interests of CDM HB Holdings is held by CDM HB Holdings Corp., whose sole shareholder is the reporting person. Accordingly, the reporting person may be deemed to have beneficial ownership of all of the securities owned by CDM HB Holdings.

SEC source: 0000950142-16-004919 · es1601215_4-hostessmet.xml · nonDerivative · entry 4

Metropoulos C. Dean · CIK 0001690023 · Director · Executive Chairman · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By CDM HB Holdings, LLC

Disclosed balance after: 0

F3 · price: Reflects the weighted average price of sales on December 13, 2016. The shares were sold in multiple transactions at prices ranging from $12.96 to $13.00, inclusive. The reporting person undertakes to provide to Hostess Brands, Inc., any security holder of Hostess Brands, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

F5 · ownership.nature: Since November 18, 2016, the securities beneficially owned by the reporting person have been directly owned by CDM HB Holdings, LLC ("CDM HB Holdings"). The reporting person directly holds a majority of the limited liability company membership interests of CDM HB Holdings. The remaining minority of limited liability company membership interests of CDM HB Holdings is held by CDM HB Holdings Corp., whose sole shareholder is the reporting person. Accordingly, the reporting person may be deemed to have beneficial ownership of all of the securities owned by CDM HB Holdings.

SEC source: 0000950142-16-004919 · es1601215_4-hostessmet.xml · nonDerivative · entry 3

Metropoulos C. Dean · CIK 0001690023 · Director · Executive Chairman · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By CDM HB Holdings, LLC

Disclosed balance after: 50,000

F1 · kind: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F1 · price: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F5 · ownership.nature: Since November 18, 2016, the securities beneficially owned by the reporting person have been directly owned by CDM HB Holdings, LLC ("CDM HB Holdings"). The reporting person directly holds a majority of the limited liability company membership interests of CDM HB Holdings. The remaining minority of limited liability company membership interests of CDM HB Holdings is held by CDM HB Holdings Corp., whose sole shareholder is the reporting person. Accordingly, the reporting person may be deemed to have beneficial ownership of all of the securities owned by CDM HB Holdings.

SEC source: 0000950142-16-004919 · es1601215_4-hostessmet.xml · derivative · entry 7

Metropoulos C. Dean · CIK 0001690023 · Director · Executive Chairman · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By CDM HB Holdings, LLC

Disclosed balance after: 1,929,500

Underlying: Class A Common Stock · 566,500 shares

Expires not disclosed

F1 · derivative.exercise_price: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F1 · kind: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F1 · price: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F1 · derivative.exercise_date: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F1 · derivative.expiration_date: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F5 · ownership.nature: Since November 18, 2016, the securities beneficially owned by the reporting person have been directly owned by CDM HB Holdings, LLC ("CDM HB Holdings"). The reporting person directly holds a majority of the limited liability company membership interests of CDM HB Holdings. The remaining minority of limited liability company membership interests of CDM HB Holdings is held by CDM HB Holdings Corp., whose sole shareholder is the reporting person. Accordingly, the reporting person may be deemed to have beneficial ownership of all of the securities owned by CDM HB Holdings.

SEC source: 0000950142-16-004919 · es1601215_4-hostessmet.xml · nonDerivative · entry 2

Metropoulos C. Dean · CIK 0001690023 · Director · Executive Chairman · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By CDM HB Holdings, LLC

Disclosed balance after: 0

F2 · price: Reflects the weighted average price of sales on December 12, 2016. The shares were sold in multiple transactions at prices ranging from $12.80 to $12.97, inclusive. The reporting person undertakes to provide to Hostess Brands, Inc., any security holder of Hostess Brands, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

F5 · ownership.nature: Since November 18, 2016, the securities beneficially owned by the reporting person have been directly owned by CDM HB Holdings, LLC ("CDM HB Holdings"). The reporting person directly holds a majority of the limited liability company membership interests of CDM HB Holdings. The remaining minority of limited liability company membership interests of CDM HB Holdings is held by CDM HB Holdings Corp., whose sole shareholder is the reporting person. Accordingly, the reporting person may be deemed to have beneficial ownership of all of the securities owned by CDM HB Holdings.

SEC source: 0000950142-16-004919 · es1601215_4-hostessmet.xml · nonDerivative · entry 1

Metropoulos C. Dean · CIK 0001690023 · Director · Executive Chairman · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By CDM HB Holdings, LLC

Disclosed balance after: 566,500

F1 · kind: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F1 · price: Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.

F5 · ownership.nature: Since November 18, 2016, the securities beneficially owned by the reporting person have been directly owned by CDM HB Holdings, LLC ("CDM HB Holdings"). The reporting person directly holds a majority of the limited liability company membership interests of CDM HB Holdings. The remaining minority of limited liability company membership interests of CDM HB Holdings is held by CDM HB Holdings Corp., whose sole shareholder is the reporting person. Accordingly, the reporting person may be deemed to have beneficial ownership of all of the securities owned by CDM HB Holdings.