Statement of Changes in Beneficial Ownership (4)
June 07 2023 - 3:16PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Global Catalyst Partners III L P |
2. Issuer Name and Ticker or Trading Symbol
SOUNDHOUND AI, INC.
[
SOUN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
3903 LITTLE VALLEY RD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/5/2023 |
(Street)
SUNOL, CA 94586 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 6/5/2023 | | J(1) | | 7037640 | D | $0.00 (1) | 28150565 | D (2) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | On June 5, 2023, Global Catalyst Partners III, L.P. ("GCP III") distributed in-kind, without consideration, 7,037,640 shares of Class A Common Stock pro-rata to its partners, including its limited partners and its general partner, Global Catalyst Venture Management III, LLC ("GCVM III"), in accordance with the exemptions under Rule 16a-9 and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. Upon receipt by GCVM III of its pro rata interest of the distribution (751,690 shares of Class A Common Stock), GCVM III distributed in-kind, without consideration, all such shares pro-rata to its members in accordance with the exemptions under Rule 16a-9 and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. |
(2) | The shares are held directly by GCP III, of which GCVM III is the general partner. GCVM III disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by it for Section 16 or any other purpose. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Global Catalyst Partners III L P 3903 LITTLE VALLEY RD SUNOL, CA 94586 |
| X |
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Global Catalyst Venture Management III, LLC 3903 LITTLE VALLEY RD SUNOL, CA 94586 |
| X |
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Signatures
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Global Catalyst Partners III, L.P., By: Global Catalyst Venture Management III, LLC, its general partner, By: /s/ Kamran Elahian, Managing Member | | 6/7/2023 |
**Signature of Reporting Person | Date |
Global Catalyst Venture Management III, LLC, By: /s/ Kamran Elahian, Managing Member | | 6/7/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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