SEC FORM 3/A

SEC FORM 3/A SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hebert Peter

(Last)

(First)

(Middle)

C/O MATTERPORT, INC.

352 EAST JAVA DRIVE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2021

3. Issuer Name and Ticker or Trading Symbol
Matterport, Inc./DE [ MTTR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
07/26/2021

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	25,225,654	I	See footnote⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

Hebert Peter

(Last)

(First)

(Middle)

C/O MATTERPORT, INC.

352 EAST JAVA DRIVE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Wolfe Josh

(Last)

(First)

(Middle)

C/O MATTERPORT, INC.

352 EAST JAVA DRIVE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lux Ventures III, L.P.

(Last)

(First)

(Middle)

C/O LUX CAPITAL MANAGEMENT

920 BROADWAY, 11TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lux Co-Invest Opportunities, L.P.

(Last)

(First)

(Middle)

C/O LUX CAPITAL MANAGEMENT

920 BROADWAY, 11TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lux Ventures Cayman III, L.P.

(Last)

(First)

(Middle)

C/O LUX CAPITAL MANAGEMENT

920 BROADWAY, 11TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lux Ventures III Special Founders Fund, L.P.

(Last)

(First)

(Middle)

C/O LUX CAPITAL MANAGEMENT

920 BROADWAY, 11TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

Explanation of Responses:

1. Consists of (a) 17,624,261 shares of Class A Common Stock held by Lux Ventures III, L.P., (b) 6,756,553 shares of Class A Common Stock held by Lux Co-Invest Opportunities, L.P., (c) 836,169 shares of Class A Common Stock held by Lux Ventures Cayman III, L.P. and (d) 8,671 shares of Class A Common Stock held by Lux Ventures III Special Founders Fund, L.P. Lux Venture Partners III, LLC is the general partner of each of Lux Ventures III L.P. and Lux Ventures III Special Founders Fund, L.P. and exercises voting and dispositive power over the shares noted herein held thereby. Lux Co-Invest Partners, LLC is the general partner of Lux Co-Invest Opportunities, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Co-Invest Opportunities, L.P.

2. (Continued from Footnote 1)Lux Ventures Cayman III General Partner Limited is the general partner of Lux Ventures Cayman III, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Ventures Cayman III, L.P. Peter Hebert and Josh Wolfe are the individual managing members of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC and Lux Ventures Cayman III General Partner Limited. The individual managers, as the sole managers of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC and Lux Ventures Cayman III General Partner Limited, may be deemed to share voting and dispositive power for the shares noted herein held by Lux Ventures III, L.P., Lux Co-Invest Opportunities, L.P., Lux Ventures Cayman III, L.P. and Lux Ventures III Special Founders Fund, L.P. Each of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC and Lux Ventures Cayman III General Partner Limited,

3. (Continued from Footnote 2) and the individual managers separately disclaim beneficial ownership over the shares noted herein except to the extent of their pecuniary interest therein.

Remarks:

This Amendment is being filed to correct the number of shares of Class A Common Stock held by the reporting persons.

	/s/ Peter Hebert	08/10/2021
	/s/ Jason Wolfe	08/10/2021
	LUX VENTURES III, L.P. , By: Lux Venture Partners III, LLC, Its: General Partner, /s/ Peter Hebert, its managing member	08/10/2021
	LUX CO-INVEST OPPORTUNITIES, L.P., By: Lux Co-Invest Partners, LLC, Its: General Partner, /s/ Peter Hebert, its managing member	08/10/2021
	LUX VENTURES CAYMAN III, L.P., By: Lux Ventures Cayman III General Partner Limited, Its: General Partner, /s/ Peter Hebert, its managing member	08/10/2021
	LUX VENTURES III SPECIAL FOUNDERS FUND, L.P., By: Lux Venture Partners III, LLC, Its: General Partner, /s/ Peter Hebert, its managing member	08/10/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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SEC Form 3: Hebert Peter claimed ownership of 25,225,654 units of Class A Common Stock (Amendment)