Atreides Management, LP – ‘SC 13G/A’ on 2/14/24 re: Sonder Holdings Inc.

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Amendment to Statement of Acquisition of Beneficial Ownership by a “Passive” Investor   —   Schedule 13G   —   WA’68

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Acquisition of               9±    28K 
                Beneficial Ownership by a "Passive" Investor                     

Document Table of Contents

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C. 20549                                                          

SCHEDULE 13G                                                                    

Under the Securities Exchange Act of 1934                                       
(Amendment No. 1)*                                                              

Sonder Holdings Inc.                                                            
(Name of Issuer)                                                                

Common Stock, par value $0.0001 per share                                       
(Title of Class of Securities)                                                  

83542D300                                                                       
(CUSIP Number)                                                                  

December 31, 2023                                                               
(Date of Event which Requires Filing of this Statement)                         

Check the appropriate box to designate the rule pursuant to which this          
Schedule is filed:                                                              

[ X ] Rule 13d-1(b)                                                             
[     ] Rule 13d-1(c)                                                           
[     ] Rule 13d-1(d)                                                           

* The remainder of this cover page shall be filled out for a reporting person's 
initial filing on this form with respect to the subject class of securities,    
and for any subsequent amendment containing information which would alter       
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be       
deemed to be "filed" for the purpose of Section 18 of the Securities            
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of         
that section of the Act but shall be subject to all other provisions of         
the Act (however, see the Notes).                                               

CUSIP No. 83542D300                                                             

13G                                                                           

Page 2 of 8 Pages                                                             

1.                                                                              
NAMES OF REPORTING PERSONS OR                                                 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)                     

Atreides Management, LP                                                         

2.                                                                              
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                              
(see instructions)                                                              

(a) [    ]                                                                    
(b) [ x ]                                                                       

3.                                                                              
SEC USE ONLY                                                                  

4.                                                                              
CITIZENSHIP OR PLACE OF ORGANIZATION                                          
Delaware                                                                        

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH               
5.                                                                            
SOLE VOTING POWER                                                             

0                                                                             

6.                                                                              
SHARED VOTING POWER                                                           

1,012,621*                                                                    

7.                                                                              
SOLE DISPOSITIVE POWER                                                        

0                                                                             

8.                                                                              
SHARED DISPOSITIVE POWER                                                      

1,012,621*                                                                    

9.                                                                              
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                  

1,012,621*                                                                    

10.                                                                             
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES              
(see instructions) [  ]                                                         

11.                                                                             
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                             

9.15%*                                                                        

12.                                                                             
TYPE OF REPORTING PERSON (see instructions)                                   

IA, PN                                                                        

CUSIP No. 83542D300                                                             

13G                                                                           

Page 3 of 8 Pages                                                             

1.                                                                              
NAMES OF REPORTING PERSONS OR                                                 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)                     

Atreides Management, LLC                                                        

2.                                                                              
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                              
(see instructions)                                                              

(a) [    ]                                                                    
(b) [ x ]                                                                       

3.                                                                              
SEC USE ONLY                                                                  

4.                                                                              
CITIZENSHIP OR PLACE OF ORGANIZATION                                          
Delaware                                                                        

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH               
5.                                                                            
SOLE VOTING POWER                                                             

0                                                                             

6.                                                                              
SHARED VOTING POWER                                                           

1,012,621*                                                                      

7.                                                                              
SOLE DISPOSITIVE POWER                                                        

0                                                                             

8.                                                                              
SHARED DISPOSITIVE POWER                                                      

1,012,621*                                                                      

9.                                                                              
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                  

1,012,621*                                                                    

10.                                                                             
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES              
(see instructions) [  ]                                                         

11.                                                                             
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                             

9.15%*                                                                        

12.                                                                             
TYPE OF REPORTING PERSON (see instructions)                                   

HC                                                                            

CUSIP No. 83542D300                                                             

13G                                                                           

Page 4 of 8 Pages                                                             

1.                                                                              
NAMES OF REPORTING PERSONS OR                                                 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)                     

Gavin Baker                                                                     

2.                                                                              
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                              
(see instructions)                                                              

(a) [    ]                                                                    
(b) [ x ]                                                                       

3.                                                                              
SEC USE ONLY                                                                  

4.                                                                              
CITIZENSHIP OR PLACE OF ORGANIZATION                                          
USA                                                                           

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH               
5.                                                                            
SOLE VOTING POWER                                                             

0                                                                             

6.                                                                              
SHARED VOTING POWER                                                           

1,012,621*                                                                      

7.                                                                              
SOLE DISPOSITIVE POWER                                                        

0                                                                             

8.                                                                              
SHARED DISPOSITIVE POWER                                                      

1,012,621**                                                                   

9.                                                                              
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                  

1,012,621*                                                                    

10.                                                                             
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES              
(see instructions) [  ]                                                         

11.                                                                             
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                             

9.15%*                                                                          

12.                                                                             
TYPE OF REPORTING PERSON (see instructions)                                   

IN, HC                                                                        

CUSIP No. 83542D300                                                             

13G                                                                           

Page 5 of 8 Pages                                                             

This Amendment No. 1 to Schedule 13G (this Amendment No. 1) is being filed      
with respect to the Common Stock, $0.0001 par value (Common Stock) of Sonder    
Holdings Inc. (the Issuer), to amend the Schedule 13G filed by the Reporting    
Persons on February 14, 2023 (the Schedule 13G). This Amendment No. 1 is        
being filed to report changes in the number of shares of Common Stock           
beneficially owned by the Reporting Persons. Capitalized terms used herein      
and not otherwise defined have the meanings ascribed to them in the Schedule    
13G.                                                                            

Item 1.                                                                         

(a)                                                                           
Name of Issuer                                                                

Sonder Holdings Inc. (the Issuer)                                               

(b)                                                                           
Address of Issuers Principal Executive Offices                                

447 Sutter Street, Suite 405, #542, San Francisco, CA 94108                     

Item 2.                                                                         

(a)                                                                           
Name of Person Filing.                                                      

This statement is filed by:                                                     

(i) Atreides Management, LP, a Delaware limited partnership registered with     
the U.S. Securities and Exchange Commission (the SEC), which serves as the      
investment manager (the Investment Manager) to certain investment funds         
and/or accounts (the Funds), with respect to the shares of Common Stock         
(as defined in Item 2(d) below) held by the Funds;                              

(ii) Atreides Management, LLC, a Delaware limited liability company (the GP),   
which serves as the general partner to the Investment Manager, with respect to  
the shares of Common Stock held by the Funds; and                               

(iii) Gavin Baker, a United States citizen, who serves as the managing member   
to the GP with respect to the shares of Common Stock held by the Funds.         

The foregoing persons are hereinafter sometimes collectively referred to as the 
Reporting Persons.  Any disclosures herein with respect to persons other than   
the Reporting Persons are made on information and belief after making inquiry   
to the appropriate party.                                                       

(b)                                                                           
Address of Principal Business Office                                        

Atreides Management, LP                                                         
One International Place, Suite 4410                                             
Boston, MA 02110                                                                

(c)                                                                           
Citizenship                                                                 

See response to Item 2(a).                                                      

(d)                                                                           
Title of Class of Securities                                                

Common Stock, par value $0.0001 per share                                       

(e)                                                                           
CUSIP Number                                                                

83542D300                                                                       

CUSIP No. 83542D300                                                             

13G                                                                           

Page 6 of 8 Pages                                                             

Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 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).      

(b)                                                                           
[  ]                                                                          
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).                

(c)                                                                           
[  ]                                                                          
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).  

(d)                                                                           
[  ]                                                                          
Investment company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).                                                         

(e)                                                                           
[x]                                                                           
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);             

(f)                                                                           
[  ]                                                                          
An employee benefit plan or endowment fund in accordance with                 
240.13d-1(b)(1)(ii)(F);                                                         

(g)                                                                           
[x]                                                                           
A parent holding company or control person in accordance with                 
240.13d-1(b)(1)(ii)(G);                                                         

(h)                                                                           
[  ]                                                                          
A savings associations as defined in Section 3(b) of the Federal Deposit      
Insurance Act (12 U.S.C. 1813);                                                 

(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);                                                              

(j)                                                                           
[  ]                                                                          
Group, in accordance with 240.13d-1(b)(1)(ii)(J).                             

Item 4. Ownership.                                                              

The percentages used herein and in the rest of this Schedule 13G are calculated 
based upon the 11,064,738 shares of Common Stock reported to be outstanding by  
the Issuer as of November 1, 2023 in its Form 10-Q for the quarterly period     
ended September 30, 2023 filed with the SEC on November 14, 2023. Each          
Reporting Person hereby expressly disclaims beneficial ownership in the         
securities reported in this Schedule 13G except to the extent of its or his     
pecuniary interest therein (if any) and membership in a group as that term      
is described in Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as     
amended.                                                                        

(a) Amount beneficially owned: See Row 9 of cover page for each Reporting       
Person.                                                                         
(b) Percent of class: See Row 11 of cover page for each Reporting Person.       
(c) Number of shares as to which the person has: See Row 9 of cover             
page for each Reporting Person.                                                 
(i) Sole power to vote or direct the vote: See Row 5 of cover page for          
each Reporting Person.                                                          
(ii) Shared power to vote or direct the vote: See Row 6 of cover page           
for each Reporting Person.                                                      
(iii) Sole power to dispose or direct the disposition: See Row 7 of cover       
page for each Reporting Person.                                                 
(iv) Shared power to dispose or direct the disposition: See Row 8 of cover      
page for each Reporting Person.                                                 

*Shares reported herein are owned by Atreides Foundation Master Fund LP and     
certain separately managed accounts managed by Atreides Management, LP.         

CUSIP No. 83542D300                                                             

13G                                                                           

Page 7 of 8 Pages                                                             

Item 5. Ownership of Five Percent or Less of a Class.                           

N/A                                                                             

Item 6. Ownership of More than Five Percent on Behalf of Another Person.        

Atreides Foundation Master Fund LP, a private investment vehicle managed by     
Atreides Management, LP, has the right to receive and/or the power to direct    
the receipt of dividends from, or the proceeds from the sale of, more than      
five percent of the Common Stock of the Issuer.                                 

Item 7. Identification and Classification of the Subsidiary Which Acquired      
the Security Being Reported on By the Parent Holding Company.                   

N/A                                                                             

Item 8. Identification and Classification of Members of the Group.              

N/A                                                                             

Item 9. Notice of Dissolution of Group.                                         

N/A                                                                             

Item 10. Certification.                                                         

Each Reporting Person hereby makes the following certification:                 

By signing below I certify that, to the best of my knowledge and belief, the  
securities referred to above were acquired and are held in the ordinary course  
of business and were not acquired and are not held for the purpose of or with   
the effect of changing or influencing the control of the issuer of the          
securities and were not acquired and are not held in connection with or as      
a participant in any transaction having that purpose or effect, other than      
activities solely in connection with a nomination under 240.14a11.              

Exhibits. Exhibit 99.1                                                          

Joint Filing Agreement, dated February 14, 2023, by and among the Reporting     
Persons, was previously filed with the SEC on February 14, 2023 as Exhibit 99.1 
to the Schedule 13G filed by the Reporting Persons with respect to Sonder       
Holdings Inc. and is incorporated herein by reference.                          

CUSIP No. 83542D300                                                             

13G                                                                           

Page 8 of 8 Pages                                                             

SIGNATURE                                                                       

After reasonable inquiry and to the best of my knowledge and belief, I certify  
that the information set forth in this statement is true, complete and correct. 

Dated: February 14, 2024                                                        

ATREIDES MANAGEMENT, LP                                                       

By: /s/ Laura Malone                                                            
Laura Malone, General Counsel & CCO                                             

ATREIDES MANAGEMENT, LLC                                                        

By: /s/ Laura Malone                                                            
Laura Malone, General Counsel & CCO                                             

GAVIN BAKER                                                                     

By: /s/ Gavin Baker                                                             
Gavin Baker, individually                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G/A’ Filing		Date		Other Filings
Filed on:		2/14/24		SC 13G/A
		12/31/23
		11/14/23		10-Q,  13F-HR,  8-K
		11/1/23
		9/30/23		10-Q,  13F-HR,  NT 10-Q
		2/14/23		13F-HR,  SC 13G,  SC 13G/A
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