SEC FORM 4

SEC FORM 4 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Welch Thomas Gordon

(Last)

(First)

(Middle)

C/O META MATERIALS INC. 1 RESEARCH DRIVE

(Street)

DARTMOUTH

B2Y 4M9

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
META MATERIALS INC. [ MMAT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Exchangeable Shares	⁽¹⁾	12/20/2022		G	V		1,350,000	⁽¹⁾	⁽¹⁾	Exchangeable Shares	1,350,000	⁽¹⁾	18,364,309	D
Exchangeable Shares	⁽¹⁾	12/20/2022		G	V	1,350,000		⁽¹⁾	⁽¹⁾	Exchangeable Shares	1,350,000	⁽¹⁾	18,364,309	I	By Charity⁽²⁾

1. Name and Address of Reporting Person^*

Welch Thomas Gordon

(Last)

(First)

(Middle)

C/O META MATERIALS INC. 1 RESEARCH DRIVE

(Street)

DARTMOUTH

B2Y 4M9

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lambert Anne Barber

(Last)

(First)

(Middle)

C/O META MATERIALS INC.

1 RESEARCH DRIVE

(Street)

DARTMOUTH

B2Y 4M9

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. On December 20, 2022, the reporting persons made a charitable gift of 1,350,000 Exchangeable Shares to a charity in which the reporting persons hold decision making influence. In the hands of the charity, the reporting persons disclaim beneficial ownership in the gifted Exchangeable Shares, and this report should not be deemed an admission that the reporting persons are the beneficial owners of the charity's shares for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Thomas Welch	12/22/2022
	/s/ Anne Lambert	12/22/2022
	** 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.

SEC Form 4 filed by Welch Thomas Gordon