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

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hebert Peter

(Last)

(First)

(Middle)

C/O MATTERPORT, INC.

352 EAST JAVA DRIVE

(Street)

SUNNYVALE

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2024

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)
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)
Common Stock								279,793⁽¹⁾	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)
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)
Restricted Stock Unit	⁽²⁾	06/10/2024		M			60,763⁽³⁾	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	60,763⁽³⁾	$0.00	0.00	D
Restricted Stock Unit	⁽²⁾	06/10/2024		A		39,325⁽³⁾		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	39,325⁽³⁾	$0.00	39,325	D

Explanation of Responses:

1. Amount of securities beneficially owned does not include shares of the Company's Class A common stock (the "Common Stock") owned by Lux Ventures III, L.P., Lux Ventures III Special Founders Fund, L.P., Lux Ventures Cayman III, L.P. or Lux Co-Invest Opportunities, L.P. (collectively, the "Lux Entities"). The Lux Entities separately report their ownership of the Common Stock pursuant to Section 13 of the Securities Exchange Act of 1934, as amended. Peter Hebert is a managing member of the general partners of each of the Lux Entities, and as such may be deemed to share voting and dispositive power over the shares held by the Lux Entities. Mr. Hebert disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein, if any.

2. Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.

3. The reporting person has irrevocably assigned and transferred to Lux Capital Management, LLC ("LCM"), for the ratable benefit of the investment funds and other investment vehicles managed by LCM and/or its affiliates that hold securities of or other financial interests in the Company, all the reporting person's right, title and interest in and to the fees, whether payable and/or paid in cash, securities or other consideration, that the reporting person receives for his service as a director of the Company. As a result of such irrevocable assignment, the reporting person does not have any pecuniary interest in the RSUs or the shares of Class A Common Stock underlying the RSUs that are reported herein.

4. The RSUs vested in full on June 10, 2024, which is the date of the Company's 2024 annual meeting of shareholders.

5. The RSUs shall vest in full on the earlier to occur of (i) June 10, 2025 and (ii) the date of the Company's 2025 annual meeting of shareholders, subject to the Reporting Person's continued service with the Company through such vesting date.

Remarks:

	/s/ Matthew Zinn, Attorney-in-Fact	06/12/2024
	** 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.

SEC Form 4 filed by Director Hebert Peter