Statement of Changes in Beneficial Ownership (4)
July 26 2021 - 7:01PM
Edgar (US Regulatory)
FORM 4
[X]
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
Gores Sponsor VI LLC |
2. Issuer Name and Ticker or Trading Symbol
Gores Holdings VI, Inc.
[
MTTR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
6260 LOOKOUT ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/22/2021 |
(Street)
BOULDER, CO 80301
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock, par value $0.0001 per share | 7/22/2021 | | A | | 701659 | A | $10.00 | 701659 | I | See footnotes (1)(7) |
Class A Common Stock, par value $0.0001 per share | 7/22/2021 | | A | | 3056800 | A | $10.00 | 3056800 | I | See footnotes (2)(7) |
Class A Common Stock, par value $0.0001 per share | 7/22/2021 | | M(4) | | 8550000 | A | $0.00 | 8550000 | I | See footnotes (3)(7) |
Class A Common Stock, par value $0.0001 per share | 7/23/2021 | | J(5) | | 537997 | D | $0.00 | 8012500 | I | See footnotes (3)(7) |
Class A Common Stock, par value $0.0001 per share | 7/23/2021 | | J(5) | | 537997 | A | $0.00 | 537997 | I | See footnotes (2)(7) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class F Common Stock, par value $0.0001 per share | (4) | 7/22/2021 | | M | | | 8550000 | (4) | (4) | Class A Common Stock, par value $0.0001 per share | 8550000 | (4) | 0 | I | See footnotes (3)(7) |
Warrants to Purchase Shares of Class A Common Stock | $11.50 | 7/22/2021 | | A (6) | | 4450000 | | 8/21/2021 | 7/22/2026 | Class A Common Stock, par value $0.0001 per share | 4450000 | (6) | 4450000 | I | See footnotes (3)(7) |
Explanation of Responses: |
(1) | The securities reported in this transaction are held of record by AEG Holdings, LLC ("AEG"). Alec Gores is the managing member of AEG. As such, Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by AEG. Gores Sponsor VI LLC ("Sponsor") does not hold or otherwise beneficially own such securities. |
(2) | The securities reported in this transaction are held of record by Gores PIPE, LLC ("Gores PIPE"). AEG is the managing member of Gores PIPE. Alec Gores is the managing member of AEG. As such, each of AEG and Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by Gores PIPE. Sponsor does not hold or otherwise beneficially own such securities. |
(3) | The securities reported herein are held of record by Sponsor. AEG is the managing member of Sponsor. Alec Gores is the managing member of AEG. As such, AEG and Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by Sponsor. |
(4) | On June 22, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of February 7, 2021, by and among Gores Holdings VI, Inc. (the "Issuer"), Matterport, Inc. and the other parties thereto, the Issuer completed its initial business combination (the "Business Combination"). As a result of the Business Combination, each outstanding share of Class F Common Stock of the Issuer was automatically converted into a share of Class A Common Stock of the Issuer. Upon the completion of the Business Combination, the entity previously known as Matterport, Inc. was merged out of existence and the Issuer was renamed Matterport, Inc. |
(5) | On June 23, 2021, Sponsor distributed 537,997 shares of Class A Common Stock of the Issuer to Gores PIPE, a member of Sponsor. The receipt of such shares of Class A Common Stock by Gores PIPE is exempt pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended. |
(6) | The warrants were purchased by Sponsor on December 10, 2020. The exercisability of the warrants was conditioned upon completion of the Issuer's initial business combination. The warrants will become exercisable 30 days after the closing of the Business Combination. |
(7) | Because of the relationship among the reporting persons, the reporting persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of such reporting person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the reporting persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gores Sponsor VI LLC 6260 LOOKOUT ROAD BOULDER, CO 80301 | X | X |
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AEG Holdings, LLC 6260 LOOKOUT ROAD BOULDER, CO 80301 | X | X |
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Gores Alec E 6260 LOOKOUT ROAD BOULDER, CO 80301 | X | X |
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Signatures
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Gores Sponsor VI LLC, By: Andrew McBride, Attorney-in-Fact | | 7/26/2021 |
**Signature of Reporting Person | Date |
AEG Holdings, LLC, By: Andrew McBride, Attorney-in-Fact | | 7/26/2021 |
**Signature of Reporting Person | Date |
Alec Gores, By: Andrew McBride, Attorney-in-Fact | | 7/26/2021 |
**Signature of Reporting Person | Date |
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