FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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. Date of Event Requiring Statement (MM/DD/YYYY)
7/22/2021 

3. Issuer Name and Ticker or Trading Symbol Matterport, Inc./DE [MTTR]
(Last)       (First)       (Middle)
C/O MATTERPORT, INC., 352 EAST JAVA DRIVE
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)
SUNNYVALE, CA 94089      
(City)             (State)             (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
7/26/2021 

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  25225654  I  See footnote (1)(2)(3)

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

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hebert Peter
C/O MATTERPORT, INC.
352 EAST JAVA DRIVE
SUNNYVALE, CA 94089
X X

Wolfe Josh
C/O MATTERPORT, INC.
352 EAST JAVA DRIVE
SUNNYVALE, CA 94089

X

Lux Ventures III, L.P.
C/O LUX CAPITAL MANAGEMENT
920 BROADWAY, 11TH FLOOR
NEW YORK, NY 10010

X

Lux Co-Invest Opportunities, L.P.
C/O LUX CAPITAL MANAGEMENT
920 BROADWAY, 11TH FLOOR
NEW YORK, NY 10010

X

Lux Ventures Cayman III, L.P.
C/O LUX CAPITAL MANAGEMENT
920 BROADWAY, 11TH FLOOR
NEW YORK, NY 10010

X

Lux Ventures III Special Founders Fund, L.P.
C/O LUX CAPITAL MANAGEMENT
920 BROADWAY, 11TH FLOOR
NEW YORK, NY 10010

X


Signatures
/s/ Peter Hebert 8/10/2021
**Signature of Reporting Person Date
/s/ Jason Wolfe 8/10/2021
**Signature of Reporting Person Date
LUX VENTURES III, L.P. , By: Lux Venture Partners III, LLC, Its: General Partner, /s/ Peter Hebert, its managing member 8/10/2021
**Signature of Reporting Person Date
LUX CO-INVEST OPPORTUNITIES, L.P., By: Lux Co-Invest Partners, LLC, Its: General Partner, /s/ Peter Hebert, its managing member 8/10/2021
**Signature of Reporting Person Date
LUX VENTURES CAYMAN III, L.P., By: Lux Ventures Cayman III General Partner Limited, Its: General Partner, /s/ Peter Hebert, its managing member 8/10/2021
**Signature of Reporting Person Date
LUX VENTURES III SPECIAL FOUNDERS FUND, L.P., By: Lux Venture Partners III, LLC, Its: General Partner, /s/ Peter Hebert, its managing member 8/10/2021
**Signature of Reporting Person Date
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