James Daniel Fay - Jul 22, 2021 Form 4 Insider Report for Matterport, Inc./DE (MTTR)

Role: Chief Financial Officer
Signature: /s/ Judi Otteson, Attorney-in-Fact
Stock symbol: MTTR
Transactions as of: Jul 22, 2021
Transactions value $: -$895,418
Form type: 4
Date filed: 2/3/2022, 08:57 PM
Next filing: Jan 4, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MTTR	Class A Common Stock	Conversion of derivative security	$0	+239K	+51.37%	$0.00	705K	Feb 1, 2022	Direct
transaction	MTTR	Class A Common Stock	Tax liability	-$895K	-93.4K	-13.25%	$9.59	611K	Feb 1, 2022	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MTTR	Earn-Out Shares	Award	$0	+239K		$0.00	239K	Jul 22, 2021	Class A Common Stock	239K		Direct	F1, F2
transaction	MTTR	Earn-Out Shares	Conversion of derivative security	$0	-239K	-100%	$0.00^*	0	Feb 1, 2022	Class A Common Stock	239K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On July 22, 2021, Matterport, Inc. (formerly known as Gores Holdings VI, Inc.) (the "Issuer") consummated the merger contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated February 7, 2021, by and among the Issuer, Maker Merger Sub, Inc., Maker Merger Sub II, LLC and Matterport Operating, LLC ("Legacy Matterport").
F2	Pursuant to the terms of the Merger Agreement, former holders of Legacy Matterport common stock and former holders of Legacy Matterport options and restricted stock units are entitled to receive their pro rata share of up to 23,460,000 shares of the Issuer's Class A Common Stock (the "Earn-Out Shares") during the five-year period following the Lockup Expiration Date (as defined in the Merger Agreement) if the daily volume-weighted average price of the Issuer's Class A Common Stock has been greater than the thresholds set forth in the Merger Agreement for a period of at least 10 trading days out of a 30 consecutive trading day period. The issuance of such shares is subject to certain adjustments set forth in the Merger Agreement.

Content

On July 22, 2021, Matterport, Inc. (formerly known as Gores Holdings VI, Inc.) (the "Issuer") consummated the merger contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated February 7, 2021, by and among the Issuer, Maker Merger Sub, Inc., Maker Merger Sub II, LLC and Matterport Operating, LLC ("Legacy Matterport").

Pursuant to the terms of the Merger Agreement, former holders of Legacy Matterport common stock and former holders of Legacy Matterport options and restricted stock units are entitled to receive their pro rata share of up to 23,460,000 shares of the Issuer's Class A Common Stock (the "Earn-Out Shares") during the five-year period following the Lockup Expiration Date (as defined in the Merger Agreement) if the daily volume-weighted average price of the Issuer's Class A Common Stock has been greater than the thresholds set forth in the Merger Agreement for a period of at least 10 trading days out of a 30 consecutive trading day period. The issuance of such shares is subject to certain adjustments set forth in the Merger Agreement.