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