Sec Form 4 Filing - Gores Sponsor VI LLC @ Gores Holdings VI, Inc. - 2021-07-22

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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]
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)
6260 LOOKOUT ROAD
3. Date of Earliest Transaction (MM/DD/YY)
07/22/2021
(Street)
BOULDER, CO80301
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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, par value $0.0001 per share 07/22/2021 A 701,659 A $ 10 701,659 I See footnotes ( 1 ) ( 7 )
Class A Common Stock, par value $0.0001 per share 07/22/2021 A 3,056,800 A $ 10 3,056,800 I See footnotes ( 2 ) ( 7 )
Class A Common Stock, par value $0.0001 per share 07/22/2021 M( 4 ) 8,550,000 A $ 0 8,550,000 I See footnotes ( 3 ) ( 7 )
Class A Common Stock, par value $0.0001 per share 07/23/2021 J( 5 ) 537,997 D $ 0 8,012,500 I See footnotes ( 3 ) ( 7 )
Class A Common Stock, par value $0.0001 per share 07/23/2021 J( 5 ) 537,997 A $ 0 537,997 I See footnotes ( 2 ) ( 7 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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/YY)
7. Title and Amount of Underlying Securities
(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 ) 07/22/2021 M 8,550,000 ( 4 ) ( 4 ) Class A Common Stock, par value $0.0001 per share 8,550,000 ( 4 ) 0 I See footnotes ( 3 ) ( 7 )
Warrants to Purchase Shares of Class A Common Stock $ 11.5 07/22/2021 A( 6 ) 4,450,000 08/21/2021 07/22/2026 Class A Common Stock, par value $0.0001 per share 4,450,000 ( 6 ) 4,450,000 I See footnotes ( 3 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gores Sponsor VI LLC
6260 LOOKOUT ROAD
BOULDER, CO80301
X X
AEG Holdings, LLC
6260 LOOKOUT ROAD
BOULDER, CO80301
X X
Gores Alec E
6260 LOOKOUT ROAD
BOULDER, CO80301
X X
Signatures
Gores Sponsor VI LLC, By: Andrew McBride, Attorney-in-Fact 07/26/2021
Signature of Reporting Person Date
AEG Holdings, LLC, By: Andrew McBride, Attorney-in-Fact 07/26/2021
Signature of Reporting Person Date
Alec Gores, By: Andrew McBride, Attorney-in-Fact 07/26/2021
Signature of Reporting Person Date
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.

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