Statement of Changes in Beneficial Ownership (4)
February 15 2022 - 6:11PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Welch Thomas Gordon |
2. Issuer Name and Ticker or Trading Symbol
META MATERIALS INC.
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MMAT
]
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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)
C/O META MATERIALS INC. 1 RESEARCH DRIVE, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/27/2022 |
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(Street)
DARTMOUTH, A5 B2Y 4M9
(City)
(State)
(Zip)
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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
_
X
_ Form filed by More than One Reporting Person
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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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| Common Stock | 1/27/2022 | | M | | 2000000 | A | $1.45 (1) | 3841000 | I | By Spouse |
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 |
| Exchangeable Shares | (2) | 1/27/2022 | | M | | | 2000000 | (2) | (2) | Common Stock | 2000000 | (1) | 18941239 | I | By Spouse |
| Explanation of Responses: |
| (1) | On January 27, 2022, the reporting person's spouse exchanged 2,000,000 Exchangeable Shares into 2,000,000 shares of common stock at an exchange price of $1.45, the market price of the common stock on the business day preceding the exchange. |
| (2) | Each Exchangeable Share, an exchangeable share of Metamaterial Exchangeco Inc., an Ontario corporation, is the economic equivalent of one share of MMAT common stock. Each Exchangeable Share holds a voting interest in Meta Materials Inc. equivalent to a share of common stock of Meta Materials Inc. and will be settled in shares of MMAT common stock upon certain events or at the election of the holder. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Welch Thomas Gordon
C/O META MATERIALS INC. 1 RESEARCH DRIVE
DARTMOUTH, A5 B2Y 4M9 |
| X |
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Lambert Anne Barber
C/O META MATERIALS INC.
1 RESEARCH DRIVE
DARTMOUTH, A5 B2Y 4M9 |
| X |
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Signatures
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| /s/ Thomas Welch | | 2/14/2022 |
| **Signature of Reporting Person | Date |
| /s/ Anne Lambert | | 2/14/2022 |
| **Signature of Reporting Person | Date |
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