Michael B. Gustafson - Jul 22, 2021 Form 4 Insider Report for Matterport, Inc./DE (MTTR)

Role
Director
Signature
/s/ Judi Otteson, Attorney-in-Fact
Stock symbol
MTTR
Transactions as of
Jul 22, 2021
Transactions value $
$0
Form type
4
Date filed
2/4/2022, 04:46 PM
Previous filing
Jul 2, 2021
Next filing
Nov 15, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MTTR Class A Common Stock Award +29.7K 29.7K Jul 22, 2021 See footnote F1, F2
transaction MTTR Class A Common Stock Conversion of derivative security $0 +61.9K +75.71% $0.00 144K Feb 1, 2022 Direct
transaction MTTR Class A Common Stock Conversion of derivative security $0 +3.3K +11.1% $0.00 33K Feb 1, 2022 See footnote F2

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 +61.9K $0.00 61.9K Jul 22, 2021 Class A Common Stock 61.9K Direct F3
transaction MTTR Earn-Out Shares Award $0 +3.3K $0.00 3.3K Jul 22, 2021 Class A Common Stock 3.3K See footnote F3, F4
transaction MTTR Earn-Out Shares Conversion of derivative security $0 -61.9K -100% $0.00* 0 Feb 1, 2022 Class A Common Stock 61.9K Direct F3
transaction MTTR Earn-Out Shares Conversion of derivative security $0 -3.3K -100% $0.00* 0 Feb 1, 2022 Class A Common Stock 3.3K See footnote F2, F3
* 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"). Pursuant to the Merger Agreement, each share of Legacy 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).
F2 Following the transactions reported herein, each of the Brock M. Gustafson Trust and the Ashley E. Gustafson Trust hold 16,512 shares of Class A Common Stock of the Issuer.
F3 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.
F4 Consists of 1,650 Earn-Out Shares entitled to be received by the Brock M. Gustafson Trust and 1,650 Earn-Out Shares entitled to be received by the Ashley E. Gustafson Trust.