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
 
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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*
Hebert Peter

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/06/2022
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
Restricted Stock Units (1) 07/06/2022 A 38,126 (2) (2) Class A Common Stock 38,126 $0.00 38,126 D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Matterport, Inc. (the "Company") Class A common stock.
2. The RSUs shall vest in full on the earlier to occur of (i) July 6, 2023 and (ii) the date of the Company's 2023 annual meeting of shareholders, subject to the Reporting Person's continued service with the Company through such vesting date.
Remarks:
Exhibit 24 - Power of Attorney.
/s/ Judi Otteson, Attorney-in-Fact 07/11/2022
** 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.
                               POWER OF ATTORNEY

     The undersigned as a Section 16 reporting person of Matterport, Inc. or
Gores Holdings VI, Inc. (each, the "Company"), hereby constitutes and appoints
James D. Fay, Judi Otteson and Kate Horricks, and each of them, the
undersigned's true and lawful attorneyinfact to:

(I)  execute, deliver and file for and on behalf of the undersigned, in the
     undersigned's capacity as an officer and/or director of the Company, Forms
     3, 4, and 5 in accordance with Section 16(a) of the Exchange Act;

(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 such form with the SEC and any stock exchange or similar
     authority;

(3)  seek or obtain, as the undersigned's representative and on the
     undersigned's behalf, information on transactions in the Company's
     securities from any third party, including brokers, employee benefit plan
     administrators and trustees, and the undersigned hereby authorizes any such
     person to release any such information to the undersigned and approves and
     ratifies any such release of information; and

(4)  take any other action of any type whatsoever in connection with the
     foregoing which, in the opinion of such attorneyinfact, 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 attorneyinfact 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
     attorneyinfact may approve in such attorneyinfact's discretion.

     The undersigned hereby grants to each such attorneyinfact 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 attorneyinfact, or such
attorneyinfact'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 attorneysinfact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act. The undersigned further acknowledges and
agrees that the attorney-in-fact and the Company are relying on written and oral
information provided by the undersigned to complete such forms and the
undersigned is responsible for reviewing the completed forms prior to their
filing. The attorney-in-fact and the Company are not responsible for any errors
or omissions in such filings. The attorney-in-fact and the Company are not
responsible for determining whether or not the transactions reported could be
matched with any other transactions for the purpose of determining liability for
short-swing profits under Section I6(b).

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attomeysinfact.


     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this June 29, 2021.


                         /s/ Peter Hebert
                         ---------------------
                         Name: Peter Hebert