Raymond J Pittman Form 4 Matterport / RAYMOND J PITTMAN ownership change

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^*

PITTMAN RAYMOND J

(Last) (First) (Middle)

C/O MATTERPORT, INC.

352 EAST JAVA DRIVE

(Street)

SUNNYVALE CA 94089

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Matterport, Inc./DE [ MTTR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2021

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
			Code	V	Amount	(A) or (D)	Price

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
Stock Option	$0.67	07/22/2021		A		12,132,393		(1)	03/20/2029	Class A Common Stock	12,132,393	(2)	12,132,393	D
Stock Option	$0.67	07/22/2021		A		866,602		(3)	03/20/2029	Class A Common Stock	866,602	(2)	866,602	D

Explanation of Responses:

1. The Stock Option is currently vested and exercisable as to 7,835,501 of the underlying shares, and the remaining shares will vest in equal yearly installments until fully vested on December 3, 2022.

2. Pursuant to the Merger Agreement (the "Merger Agreement"), dated February 7, 2021, by and among , by and among Gores Holdings VI, Inc. (the "Issuer"), Maker Merger Sub, Inc., Maker Merger Sub II, LLC and Matterport, Inc. (the "Company"), each share of Matterport common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Merger Agreement was automatically converted into the right to receive a number of shares of the Issuer's Class A Common Stock based on the Per Share Company Common Stock Consideration (as defined in the Merger Agreement). In addition, each outstanding Company equity award was automatically converted into a corresponding equity award of the Issuer based on the Per Share Company Common Stock Consideration and with the same terms and vesting conditions as the Company equity awards.

3. The Stock Option is fully vested.

Remarks:

	/s/ Judi Otteson, Attorney-in-fact	07/26/2021
	** 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).
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