0001209191-22-039441.txt : 20220627 0001209191-22-039441.hdr.sgml : 20220627 20220627160539 ACCESSION NUMBER: 0001209191-22-039441 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220621 FILED AS OF DATE: 20220627 DATE AS OF CHANGE: 20220627 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hartz Kevin CENTRAL INDEX KEY: 0001554599 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39453 FILM NUMBER: 221044563 MAIL ADDRESS: STREET 1: C/O XOOM CORPORATION STREET 2: 100 BUSH STREET, SUITE 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-06-21 0 0001816613 Markforged Holding Corp MKFG 0001554599 Hartz Kevin C/O MARKFORGED HOLDING CORPORATION 480 PLEASANT STREET WATERTOWN MA 02472 1 0 0 0 Common Stock 2022-06-21 4 A 0 67873 2.21 A 67873 D Common Stock 148770 I See footnote Common Stock 148770 I See footnote Common Stock 1790460 I See footnote Warrant to Purchase Common Stock (right to buy) 11.50 2021-08-13 2026-07-14 Common Stock 89775 89775 I See footnote Warrant to Purchase Common Stock (right to buy) 11.50 2021-08-13 2026-07-14 Common Stock 89775 89775 I See footnote Warrant to Purchase Common Stock (right to buy) 11.50 2021-08-13 2026-07-14 Common Stock 1080450 1080450 I See footnote Consists of a Restricted Stock Unit ("RSU") award made pursuant to the Issuer's 2021 Stock Option and Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration. The RSUs shall vest on the earlier of (i) the date of the next annual meeting of stockholders of the Issuer and (ii) the 12-month anniversary of the grant date, subject to the Reporting Person's continuous service to the Issuer on each such date. The Class B Ordinary Shares of one, the Issuer's predecessor, automatically converted to Class A Ordinary Shares, which then automatically converted to shares of Common Stock of the Issuer upon the consummation of the merger between the Issuer and one, on July 14, 2021. Of the shares reported herein, 50% are subject to vesting conditions, and will be forfeited if not vested as of July 14, 2026. 25% will vest if the volume-weighted average price of Issuer's common stock is at least $12.50 for any 20 trading days within a 30-trading-day period, and 25% will vest if such price is at least $15.00 for any 20 trading days within a 30-trading-day-period. Such unvested shares are held directly by A-Star LLC ("A-Star"), of which the trusts described below are members. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein. Consists of (i) shares and warrants held directly by The Kevin Earnest Hartz 2020 Annuity Trust U/A/D (of which the Reporting Person is trustee), reflecting a pro rata distribution of certain securities held by A-Star to its members prior to the date of this report (the "Distribution"), and (ii) shares held indirectly by such trust, reflecting the proportionate interest of such trust in the shares held by A-Star. Consists of (i) shares and warrants held directly by The Julia D. Hartz 2020 Annuity Trust U/A/D (of which the spouse of the Reporting Person is trustee), reflecting the Distribution, and (ii) shares held indirectly by such trust, reflecting the proportionate interest of such trust in the shares held by A-Star. Consists of (i) shares and warrants held directly by the Hartz Family Revocable Trust (of which the Reporting Person is co-trustee), reflecting the Distribution, and (ii) shares held indirectly by such trust, reflecting the proportionate interest of such trust in the shares held by A-Star. The warrants are exercisable for shares of common stock of the Issuer. /s/ Stephen Karp, Attorney-in-Fact 2022-06-27