SEC FORM 4/A SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HOM JAMES MING

(Last) (First) (Middle)
C/O SOUNDHOUND AI, INC.
5400 BETSY ROSS DRIVE

(Street)
SANTA CLARA CA 95054

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SOUNDHOUND AI, INC. [ SOUN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Product Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/13/2024
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

X
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.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 03/11/2024 S(1) 50,416 D $5.972(2) 512,732(3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Class B Common Stock (4) 03/13/2024 S(1) 200,000 (4) (4) Class A Common Stock 200,000 $8.0089(5) 2,012,588 D
Explanation of Responses:
1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in December 2023.
2. This transaction was executed in multiple trades during the day at prices ranging from $5.69 to 6.25. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
3. Includes 5,853 shares of common stock acquired in November 2023 through the SoundHound AI, Inc. 2022 Employee Stock Purchase Plan.
4. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the reporting person or automatically or on the earliest to occur of certain events specified. The Class B Common Stock has no expiration date.
5. On March 13, 2024, a 10b5-1 transaction executed and sold 200,000 shares of this reporting person's Class B Common Stock, resulting in the automatic conversion of such shares into Class A Common Stock upon execution of the sale. This transaction was executed in multiple trades during the day at prices ranging from $8.00 to $8.06. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
Remarks:
The Form 4, as originally filed, incorrectly reported a sale of Class B common shares. Mr. Hom sold 50,416 Class A common shares on March 11, 2024.
/s /Warren Heit, attorney-in-fact for HOM JAMES MING 03/21/2024
** 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.
LIMITED POWER OF ATTORNEY FOR REPORTING UNDER SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
SOUNDHOUND AI, INC.
HOM JAMES MING - CIK # 0001920481

     Know all by these presents, that the undersigned hereby
constitutes and appoints Warren Heit, Nitesh Sharan, or Keyvan
Mohajer, signing singly, the undersigned's true and lawful
attorney-in-fact to:
     (1) execute for and on behalf of the undersigned any Form
3, 4, or 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended, and the rules thereunder;
     (2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4, or 5, complete and execute any
amendment or amendments thereto, and timely file any such form with
the United States Securities and Exchange Commission and any stock
exchange or similar authority, including completing and executing
a Uniform Application for Access Codes to File on Edgar on Form ID;
and
     (3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
     The undersigned hereby grants to each attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934.
     This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Form 3, 4, or 5, or unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
     IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 4 day of May, 2022.



/s/ James Ming Hom
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Signature


James Ming Hom
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Print Name