MICHAEL B. GUSTAFSON - 28 Feb 2025 Form 4 Insider Report for Matterport, Inc./DE (MTTR)

Role: Director
Signature: /s/ Matthew Zinn, Attorney-in-fact
Issuer symbol: MTTR
Transactions as of: 28 Feb 2025
Net transactions value: $0
Form type: 4
Filing time: 03 Mar 2025, 16:07:14 UTC
Previous filing: 25 Feb 2025
Next filing: 14 May 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MTTR	Class A Common Stock	Disposed to Issuer		-718,169	-100%		0	28 Feb 2025	Direct	F1
transaction	MTTR	Class A Common Stock	Disposed to Issuer		-33,024	-100%		0	28 Feb 2025	By Trusts	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	Restricted Stock Units	Disposed to Issuer	$0	-39,325	-100%	$0.000000	0	28 Feb 2025	Class A Common Stock	39,325		Direct	F2

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

MICHAEL B. GUSTAFSON is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	In connection with the consummation of the transactions contemplated by the merger agreement (the "Merger Agreement"), dated as of April 21, 2024, by and among the Issuer, CoStar Group, Inc. ("CoStar Group") and the other parties thereto, each share of the Issuer's Class A common stock held by the Reporting Person was converted into the right to receive an amount in cash equal to $2.75 per share plus 0.03552 shares of common stock of CoStar Group (the "Merger Consideration").
F2	Each restricted stock unit that became fully vested automatically as a result of the consummation of the transactions (the "Closing") contemplated by the Merger Agreement (the "Accelerated Matterport RSUs") was cancelled and converted into the right to receive the Merger Consideration, and all other restricted stock units outstanding as of the effective time of the Closing were converted into a corresponding award in respect of CoStar Group Common Stock based on the Equity Award Conversion Factor (as determined in accordance with the formula in the Merger Agreement).

Content

In connection with the consummation of the transactions contemplated by the merger agreement (the "Merger Agreement"), dated as of April 21, 2024, by and among the Issuer, CoStar Group, Inc. ("CoStar Group") and the other parties thereto, each share of the Issuer's Class A common stock held by the Reporting Person was converted into the right to receive an amount in cash equal to $2.75 per share plus 0.03552 shares of common stock of CoStar Group (the "Merger Consideration").

Each restricted stock unit that became fully vested automatically as a result of the consummation of the transactions (the "Closing") contemplated by the Merger Agreement (the "Accelerated Matterport RSUs") was cancelled and converted into the right to receive the Merger Consideration, and all other restricted stock units outstanding as of the effective time of the Closing were converted into a corresponding award in respect of CoStar Group Common Stock based on the Equity Award Conversion Factor (as determined in accordance with the formula in the Merger Agreement).