Jason Krikorian - 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, 05:15 PM
Previous filing: Jul 1, 2021
Next filing: Nov 1, 2021

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	+2.2M	+11.1%	$0.00	22.1M	Feb 1, 2022	See footnote	F1

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	+2.2M		$0.00	2.2M	Jul 22, 2021	Class A Common Stock	2.2M		See footnote	F2, F3, F4
transaction	MTTR	Earn-Out Shares	Conversion of derivative security	$0	-2.2M	-100%	$0.00^*	0	Feb 1, 2022	Class A Common Stock	2.2M		See footnote	F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	Consists of 22,062,456 shares held by DCM VI, L.P. Jason Krikorian is a general partner at DCM, which is an affiliate of DCM VI, L.P. Mr. Krikorian disclaims beneficial ownership of all shares held by DCM VI, L.P. except to the extent of his pecuniary interest therein. The reporting person last disclosed common stock holdings in a Form 4 filed on July 26, 2021 (the "Original Form 4"). At that time, due to a scrivener's error, his holdings attributable to shares held by DCM VI, L.P. were overstated by nine shares. The Original Form 4 also inadvertently omitted the acquisition of shares by the 2012 Krikorian Revocable Trust being reported herein.
F2	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").
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 2,204,400 Earn-Out Shares entitled to be received by DCM VI, L.P. Jason Krikorian is a general partner at DCM, which is an affiliate of DCM VI, L.P. Mr. Krikorian disclaims beneficial ownership of all shares held by DCM VI, L.P. except to the extent of his pecuniary interest therein.