FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported		 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *

Fay James Daniel		2. Issuer Name and Ticker or Trading Symbol

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

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

C/O MATTERPORT, INC.,  352 EAST JAVA DRIVE		3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2022 
(Street)

SUNNYVALE, CA 94089
(City)        (State)        (Zip)
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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		2. Trans. Date2A. Deemed Execution Date, if any3. 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)
Amount(A) or (D)Price
Class A Common Stock        687127.00 D  

Table II - Derivative Securities Acquired, Disposed of, or 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 Date
(MM/DD/YYYY)		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 at End of Issuer's Fiscal Year
(Instr. 4)		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option $0.35 1/6/2022  J (1)  753127.00   (2)10/5/2027 Class A Common Stock 753127.00 $0.00 720754.00 D  
Stock Option $1.14          (3)10/13/2030 Class A Common Stock 489941.00  489941.00 D  
Restricted Stock Unit           (5) (5)Class A Common Stock 2393211.00  2393211.00 D  
Explanation of Responses:
(1) Represents stock options transferred to the reporting person's ex-spouse pursuant to a court-approved domestic relations order.
(2) The stock option is currently vested and fully exercisable.
(3) The stock option vests as to (i) 25% of 352,066 of the underlying shares on October 14, 2021 and the remaining 75% of such underlying shares will vest in equal monthly installments until fully vested on October 14,2024 and (ii) 25% of 162,843 of the underlying shares on October 14, 2021 and the remaining 75% of such underlying shares will vest in equal monthly installments until fully vested on October 14, 2024.
(4) Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.
(5) The restricted stock units commenced vesting on July 15, 2021 and the underlying shares will vest in equal quarterly installments thereafter until fully vested on July 15, 2025.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Fay James Daniel
C/O MATTERPORT, INC.
352 EAST JAVA DRIVE
SUNNYVALE, CA 94089

Chief Financial Officer
Signatures
/s/ Matthew Zinn, Attorney-in-Fact1/26/2023
**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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