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Form 3/A META MATERIALS INC. For: Jun 28 Filed by: Palikaras Georgios

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August 15, 2022 9:43 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
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hours per response: 0.5
1. Name and Address of Reporting Person *
Palikaras Georgios
(Last) (First) (Middle)
C/O META MATERIALS INC.
1 RESEARCH DRIVE
(Street)
DARTMOUTH A5 B2Y 4M9
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/28/2021 		3. Issuer Name and Ticker or Trading Symbol
META MATERIALS INC. [ MMAT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO and President
 5. If Amendment, Date of Original Filed (Month/Day/Year)
07/08/2021
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (1) 08/09/2029 Common Stock 151,709 0.27 D  
Stock Option (Right to Buy)   (2) 03/23/2030 Common Stock 2,952,000 0.27 D  
Deferred Stock Units   (3)   (3) Common Stock 1,461,240 (4) D  
Warrant (Right to Buy)   (4) 03/05/2023 Common Stock 7,485 0.39 D  
Stock Option (Right to Buy)   (5) 12/01/2028 Common Stock 106,549 0.27 I Held by Nadine Geddes
Stock Option (Right to Buy)   (6) 12/15/2030 Common Stock 49,813 0.27 I Held by Nadine Geddes
Deferred Stock Units   (3)   (3) Common Stock 324,720 (4) I Held by Nadine Geddes
Exchangeable Shares   (7)   (7) Common Stock 2,650,992 (7) D  
Exchangeable Shares   (7)   (7) Common Stock 3,307,775 (7) I Held by Nadine Geddes
Exchangeable Shares   (7)   (7) Common Stock 22,982,397 (7) I See Footnote (8)
Explanation of Responses:
1. 100% of the Shares subject to the option vest on March 6, 2020.
2. Subject to the reporting person continuing to provide services to the company through each vesting event, 50% of the shares subject to the option will vest annually over two years beginning on March 23, 2021, such that the shares are fully vested on March 23, 2022.
3. Each Deferred Stock Unit (DSU) represents a vested right to receive the value of one share of the Company's common stock on the applicable settlement dates. DSUs do not have an expiration date.
4. Warrant is immediately exercisable.
5. Subject to the optionee continuing to provide services to the company, 25% of the shares subject to the option will vest on the one year anniversary of the vesting commencement date, and thereafter the remaining shares subject to the option will vest in equal monthly installments over the next 36 months on the same day of the month as the vesting commencement date. The vesting commencement date is December 1, 2018.
6. Subject to the optionee continuing to provide services to the company, 25% of the shares subject to the option will vest on the one year anniversary of the vesting commencement date, and thereafter the remaining shares subject to the option will vest in equal monthly installments over the next 36 months on the same day of the month as the vesting commencement date. The vesting commencement date is December 15, 2020.
7. 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. These shares were reported as being held in the form of MMAT common stock in three Forms 4 after the Form 3 of each reporting person were originally filed.
8. The reported securities held by Lamda Guard Technologies Ltd. Georgios Palikaras and Nadine Geddes hold a percentage of Lamda Guard Technologies Ltd. Georgios Palikaras and Nadine Geddes each disclaim beneficial ownership of the shares held by Lamda Guard Technologies Ltd. except to the extent of his or her pecuniary interest therein, if any.
/s/ Ken Rice, as Attorney-in-Fact 08/15/2022
** 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 Number.

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