| Item 1. | |
| (a) | Name of issuer:
Sonder Holdings Inc. |
| (b) | Address of issuer's principal executive offices:
447 Sutter Street, Suite 405, #542, San Francisco, CA 94108 |
| Item 2. | |
| (a) | Name of person filing:
This Amendment No. 2 (this Amendment) amends and supplements the Schedule 13G originally filed by Spark Capital IV, L.P. ("Spark IV"), Spark Capital Founders' Fund IV, L.P. ("Spark IV FF") and Spark Management Partners IV, LLC ("Spark IV GP" and together with Spark IV and Spark IV FF, the "Reporting Persons") with the SEC on January 28, 2022, as amended by that Amendment No. 1 filed with the SEC on February 6, 2024 (collectively, the "Original Schedule 13G"). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13G. This Amendment is being filed by the Reporting Persons. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 200 Clarendon Street, 59th Floor, Boston, MA 02116. |
| (c) | Citizenship:
Spark IV GP is a limited liability company organized under the laws of the State of Delaware. Each of Spark IV and Spark IV FF is a limited partnership organized under the laws of the State of Delaware. |
| (d) | Title of class of securities:
Common Stock |
| (e) | CUSIP No.:
382873107 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See Row 9 of the cover page for each Reporting Person. |
| (b) | Percent of class:
See Row 11 of the cover page for each Reporting Person. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person.
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| | (ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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