FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hebert Peter		 2. Issuer Name and Ticker or Trading Symbol

Matterport, Inc./DE [ MTTR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O MATTERPORT, INC., 352 EAST JAVA DRIVE		 3. Date of Earliest Transaction (MM/DD/YYYY)

6/13/2023
(Street)

SUNNYVALE, CA 94089		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 6/13/2023  M  38126.00 A$0.00 267919.00 (1)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (2)6/13/2023  M     38126.00   (3) (3)Class A Common Stock 38126.00 $0.00 0.00 D  
Explanation of Responses:
(1) Amount of securities beneficially owned does not include shares of the Company's Class A common stock (the "Common Stock") owned by Lux Ventures III, L.P., Lux Ventures III Special Founders Fund, L.P., Lux Ventures Cayman III, L.P. or Lux Co-Invest Opportunities, L.P. (collectively, the "Lux Entities"). The Lux Entities separately report their ownership of the Common Stock pursuant to Section 13 of the Securities Exchange Act of 1934, as amended. Peter Hebert is a managing member of the general partners of each of the Lux Entities, and as such may be deemed to share voting and dispositive power over the shares held by the Lux Entities. Mr. Hebert disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein, if any.
(2) Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.
(3) The RSUs vested in full on June 13, 2023, which is the date of the Company's 2023 annual meeting of shareholders.

Remarks:
Exhibit 24 - Power of Attorney.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Hebert Peter
C/O MATTERPORT, INC.
352 EAST JAVA DRIVE
SUNNYVALE, CA 94089		XX
Signatures
/s/ Matthew Zinn, Attorney-in-Fact6/14/2023
**Signature of Reporting PersonDate
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 4(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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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