0001104659-21-092245.txt : 20210714
0001104659-21-092245.hdr.sgml : 20210714
20210714203504
ACCESSION NUMBER: 0001104659-21-092245
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210714
FILED AS OF DATE: 20210714
DATE AS OF CHANGE: 20210714
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DAMORE RICHARD A
CENTRAL INDEX KEY: 0001206641
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39453
FILM NUMBER: 211091451
MAIL ADDRESS:
STREET 1: C/O NORTHBRIDGE VENTURE PARTNERS
STREET 2: 950 WINTER ST STE 4600
CITY: WALTHAM
STATE: MA
ZIP: 02451
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NBVM GP, LLC
CENTRAL INDEX KEY: 0001401650
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39453
FILM NUMBER: 211091452
BUSINESS ADDRESS:
STREET 1: 950 WINTER STREET
STREET 2: SUITE 4600
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 781-290-0004
MAIL ADDRESS:
STREET 1: 950 WINTER STREET
STREET 2: SUITE 4600
CITY: WALTHAM
STATE: MA
ZIP: 02451
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: North Bridge Venture Partners 7, L.P.
CENTRAL INDEX KEY: 0001853158
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39453
FILM NUMBER: 211091450
BUSINESS ADDRESS:
STREET 1: 60 WILLIAM STREET
STREET 2: SUITE 350
CITY: WELLESLEY
STATE: MA
ZIP: 02481
BUSINESS PHONE: 781-290-0004
MAIL ADDRESS:
STREET 1: 60 WILLIAM STREET
STREET 2: SUITE 350
CITY: WELLESLEY
STATE: MA
ZIP: 02481
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: North Bridge Venture Management 7, L.P.
CENTRAL INDEX KEY: 0001853157
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39453
FILM NUMBER: 211091449
BUSINESS ADDRESS:
STREET 1: 60 WILLIAM STREET
STREET 2: SUITE 350
CITY: WELLESLEY
STATE: MA
ZIP: 02481
BUSINESS PHONE: 781-290-0004
MAIL ADDRESS:
STREET 1: 60 WILLIAM STREET
STREET 2: SUITE 350
CITY: WELLESLEY
STATE: MA
ZIP: 02481
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Markforged Holding Corp
CENTRAL INDEX KEY: 0001816613
STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 480 PLEASANT STREET
CITY: WATERTOWN
STATE: MA
ZIP: 02472
BUSINESS PHONE: (866) 496-1805
MAIL ADDRESS:
STREET 1: 480 PLEASANT STREET
CITY: WATERTOWN
STATE: MA
ZIP: 02472
FORMER COMPANY:
FORMER CONFORMED NAME: one
DATE OF NAME CHANGE: 20200701
3
1
tm2122054-10_3seq1.xml
OWNERSHIP DOCUMENT
X0206
3
2021-07-14
0
0001816613
Markforged Holding Corp
MKFG
0001401650
NBVM GP, LLC
60 WILLIAM STREET, SUITE 350
WELLESLEY
MA
02481
0
0
1
0
0001206641
DAMORE RICHARD A
60 WILLIAM STREET, SUITE 350
WELLESLEY
MA
02481
0
0
1
0
0001853158
North Bridge Venture Partners 7, L.P.
60 WILLIAM STREET, SUITE 350
WELLESLEY
MA
02481
0
0
1
0
0001853157
North Bridge Venture Management 7, L.P.
60 WILLIAM STREET, SUITE 350
WELLESLEY
MA
02481
0
0
1
0
Common Stock
29126742
I
By North Bridge Venture Partners 7, L.P.
Earnout Shares
0.00
2026-07-14
Common Stock
2633246
I
By North Bridge Venture Partners 7, L.P.
The reportable securities are owned directly by North Bridge Venture Partners 7, L.P. ("NBVP 7 LP"). North Bridge Venture Management 7, L.P. ("NBVM 7") is the sole general partner of NBVP 7 L.P. NBVM GP, LLC ("NBVM GP") is the sole general partner of NBVM 7. Each of Edward T. Anderson, a member of the Issuer's board of directors post-closing of the Business Combination (as defined in footnote 2 below), and Richard A. D'Amore are the managers of NVBM GP (collectively, the "Managers"). Each of NBVM 7, NBVM GP and the Managers may be deemed to have shared voting and dispositive power over the shares held by NBVP 7 LP. Each of NBVM 7, NBVM GP and the Managers disclaims beneficial ownership of such shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such shares for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein, if any.
On July 14, 2021 (the "Closing Date") one, the Issuer's predecessor, consummated the business combination (the "Business Combination") pursuant to the terms of the merger agreement dated as of February 23, 2021 by and among one, Caspian Merger Sub Inc., a Delaware corporation and MarkForged, Inc., a Delaware corporation.
Immediately prior to the effective time of the Business Combination on the Closing Date, NBVP 7 LP received the right to acquire 2,633,246 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 1,436,316 of which will be released from escrow if the volume-weighted average price ("VWAP") of the Issuer for any 20 trading days in a consecutive 30-trading day period following the Closing Date is at least $12.50; and (ii) 1,196,930 of which will be released from escrow if the VWAP for any 20 trading days in a consecutive 30-day trading period following the Closing Date is at least $15.00. Upon a change of control or liquidation of the Issuer all such previously unearned shares will be issued. Any shares not eligible to be released within five years of the Closing Date will be forfeited and canceled.
North Bridge Venture Partners 7, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management 7, L.P., general partner of North Bridge Venture Partners 7, L.P.
2021-07-14
North Bridge Venture Management 7, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management V, L.P.
2021-07-14
NBVM GP LLC, /s/ Edward T. Anderson, Manager of NBVM GP
2021-07-14
/s/ Richard A. D'Amore
2021-07-14