0001209191-23-039025.txt : 20230622
0001209191-23-039025.hdr.sgml : 20230622
20230622160534
ACCESSION NUMBER: 0001209191-23-039025
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230620
FILED AS OF DATE: 20230622
DATE AS OF CHANGE: 20230622
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rodriguez Antonio L.
CENTRAL INDEX KEY: 0001597046
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39453
FILM NUMBER: 231033356
MAIL ADDRESS:
STREET 1: MATRIX PARTNERS
STREET 2: 101 MAIN STREET, 17TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Markforged Holding Corp
CENTRAL INDEX KEY: 0001816613
STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
IRS NUMBER: 923037714
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 60 TOWER ROAD
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: (866) 496-1805
MAIL ADDRESS:
STREET 1: 60 TOWER ROAD
CITY: WALTHAM
STATE: MA
ZIP: 02451
FORMER COMPANY:
FORMER CONFORMED NAME: one
DATE OF NAME CHANGE: 20200701
4
1
doc4.xml
FORM 4 SUBMISSION
X0407
4
2023-06-20
0
0001816613
Markforged Holding Corp
MKFG
0001597046
Rodriguez Antonio L.
C/O MARKFORGED HOLDING CORPORATION
60 TOWER ROAD
WALTHAM
MA
02451
1
0
0
0
0
Common Stock
2023-06-20
4
A
0
136364
1.10
A
204237
D
Common Stock
28495912
I
See footnote
Common Stock
1424197
I
See footnote
Earnout shares
0.00
2026-07-14
Common Stock
2576215
2576215
I
See footnote
Earnout shares
0.00
2026-07-14
Common Stock
128755
128755
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.
These shares are held directly by Matrix Partners IX, L.P. ("Matrix"). Antonio Rodriguez is a member of the board of directors of the Issuer and a managing member of Matrix IX Management Co., L.L.C. ("Matrix IX MC"), the general partner of Matrix. As a managing member of Matrix IX MC, Mr. Rodriguez has sole voting and dispositive power with respect to these shares. Mr. Rodriguez disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.
These shares are held by Weston & Co. IX LLC ("Weston IX"), as nominee for Matrix Partners Management Services, L.P. Mr. Rodriguez is a member of the board of directors of the Issuer and by virtue of his management position at Matrix Partners Management Services, L.P. has sole voting and dispositive power with respect to these shares. Mr. Rodriguez disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
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. On the Closing Date, Matrix received the right to acquire 2,576,215 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 1,405,208 of which will be released from escrow if the value weighted average price ("VWAP") for at least 20 of any 30 consecutive trading days following the Closing Date is at least $12.50; and (ii) 1,171,007 of which will be released from such escrow if the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $15.00. Any shares not eligible to be released within five years of the Closing Date will be forfeited and canceled.
On the Closing Date, Weston, received the right to acquire 128,755 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 70,230 of which will be released from escrow if the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $12.50; and (ii) 58,525 of which will be released from such escrow if the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $15.00. Any shares not eligible to be released within five years of the Closing Date will be forfeited and canceled.
/s/ Stephen Karp, Attorney-in-Fact
2023-06-22