SEC FORM
5
SEC Form 5
| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL 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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| OMB APPROVAL |
| OMB Number: |
3235-0362 |
| Estimated average burden |
| hours per response: |
1.0 |
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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). |
|
Form 3 Holdings Reported. |
|
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
| C/O MATTERPORT, INC. |
| 352 EAST JAVA DRIVE |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Matterport, Inc./DE
[ MTTR ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year)
12/31/2022
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Amount |
(A) or (D) |
Price |
| Class A Common Stock |
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143,635
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D |
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| Class A Common Stock |
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33,024 |
I |
See footnote
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| (A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Restricted Stock Units |
|
|
|
|
|
|
|
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Class A Common Stock |
38,126 |
|
38,126 |
D |
|
| Stock Option |
$0.35
|
|
|
|
|
|
|
01/17/2028 |
Class A Common Stock |
475,645
|
|
475,645
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D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Matthew Zinn, Attorney-in-Fact |
01/18/2023 |
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** 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. (the "Company"), hereby constitutes and appoints James D. Fay,
Matthew Zinn and Kate Horricks, and each of them, the undersigned's
true and lawful attorney-in-fact to:
(1) 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 Securities Exchange Act, as amended (the
"Exchange Act"), and other forms or reports on behalf of the
undersigned as may be required to be filed in connection with
his or her ownership, acquisition, or disposition of securities
of the Company, including Form 144;
(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, 5 or Form 144, complete and execute
any amendment or amendments thereto, and timely file such form
with the Securities and Exchange Commission and/or 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 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 such 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, nor is the Company
assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act or to meet the safe harbor
requirements of Rule 144 of the Securities Act, as amended. 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 16(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
or a Form 144 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 attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this January 12, 2023.
/s/ Michael B. Gustafson
___________________________
Name: Michael B. Gustafson
