0000899243-22-004863.txt : 20220204 0000899243-22-004863.hdr.sgml : 20220204 20220204174620 ACCESSION NUMBER: 0000899243-22-004863 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210722 FILED AS OF DATE: 20220204 DATE AS OF CHANGE: 20220204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GUSTAFSON MICHAEL B CENTRAL INDEX KEY: 0001245081 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39790 FILM NUMBER: 22594877 MAIL ADDRESS: STREET 1: 380 INTERLOCKEN CRESCENT CITY: BROOMFIELD STATE: CO ZIP: 80021 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Matterport, Inc./DE CENTRAL INDEX KEY: 0001819394 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 851695048 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 352 EAST JAVA DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 650-641-2241 MAIL ADDRESS: STREET 1: 352 EAST JAVA DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 FORMER COMPANY: FORMER CONFORMED NAME: Gores Holdings VI, Inc. DATE OF NAME CHANGE: 20200728 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-07-22 0 0001819394 Matterport, Inc./DE MTTR 0001245081 GUSTAFSON MICHAEL B C/O MATTERPORT, INC. 352 EAST JAVA DRIVE SUNNYVALE CA 94089 1 0 0 0 Class A Common Stock 2021-07-22 4 A 0 29724 A 29724 I See footnote Class A Common Stock 2022-02-01 4 C 0 61897 0.00 A 143656 D Class A Common Stock 2022-02-01 4 C 0 3300 0.00 A 33024 I See footnote Earn-Out Shares 2021-07-22 4 A 0 61897 0.00 A Class A Common Stock 61897 61897 D Earn-Out Shares 2021-07-22 4 A 0 3300 0.00 A Class A Common Stock 3300 3300 I See footnote Earn-Out Shares 2022-02-01 4 C 0 61897 0.00 D Class A Common Stock 61897 0 D Earn-Out Shares 2022-02-01 4 C 0 3300 0.00 D Class A Common Stock 3300 0 I See footnote 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). 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. 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. 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. /s/ Judi Otteson, Attorney-in-Fact 2022-02-04