Loretta Lobes Benec - Nov 12, 2021 Form 4 Insider Report for ExOne Co (XONE)

Role
Vice President, General Counsel & Corporate Secretary
Signature
/s/ Loretta Lobes Benec
Stock symbol
XONE
Transactions as of
Nov 12, 2021
Transactions value $
-$185,885
Form type
4
Date filed
11/16/2021, 11:18 AM
Previous filing
Aug 16, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XONE Common Stock, par value $0.01 Disposed to Issuer -7.63K -38.36% 12.3K Nov 12, 2021 Direct F1
transaction XONE Common Stock, par value $0.01 Tax liability -$105K -3.92K -31.94% $26.70 8.35K Nov 12, 2021 Direct F2
transaction XONE Common Stock, par value $0.01 Disposed to Issuer -4.88K -58.49% 3.47K Nov 12, 2021 Direct F3
transaction XONE Common Stock, par value $0.01 Tax liability -$41.2K -1.54K -44.53% $26.70 1.92K Nov 12, 2021 Direct F2
transaction XONE Common Stock, par value $0.01 Disposed to Issuer -1.92K -100% 0 Nov 12, 2021 Direct F3
transaction XONE Common Stock, par value $0.01 Award $0 +3.37K $0.00 3.37K Nov 12, 2021 Direct F4
transaction XONE Common Stock, par value $0.01 Tax liability -$40.1K -1.5K -44.54% $26.70 1.87K Nov 12, 2021 Direct F5
transaction XONE Common Stock, par value $0.01 Disposed to Issuer -1.87K -100% 0 Nov 12, 2021 Direct F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction XONE Stock Option (right to buy) Disposed to Issuer -24K -100% 0 Nov 12, 2021 Common Stock 24K $8.36 Direct F6
transaction XONE Stock Option (right to buy) Disposed to Issuer -10K -100% 0 Nov 12, 2021 Common Stock 10K $6.75 Direct F6
transaction XONE Stock Option (right to buy) Disposed to Issuer -15K -100% 0 Nov 12, 2021 Common Stock 15K $7.11 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Loretta Lobes Benec is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On November 12, 2021, Desktop Metal, Inc., a Delaware corporation ("Desktop Metal"), acquired The ExOne Company, a Delaware corporation ("ExOne") pursuant to that certain Agreement and Plan of Merger, dated August 11, 2021, by and among ExOne, Desktop Metal, Texas Merger Sub I, Inc., a wholly owned subsidiary of Desktop Metal, and Texas Merger Sub II, LLC, a wholly owned subsidiary of Desktop Metal (the "Merger Agreement"). The acquisition is more fully described in ExOne's definitive proxy statement filed with the Securities and Exchange Commission on October 8, 2021. In accordance with the terms of the Merger Agreement, each share of ExOne's common stock (the "ExOne Shares") was exchanged for 2.1416 shares (the "Exchange Ratio") of Desktop Metal Class A common stock ("DM Common Stock") plus $8.50 in cash (together, the "Merger Consideration"). Each transaction reported in this Form 4 is an exempt transaction.
F2 Withholding and disposition for taxes on restricted stock.
F3 Each award of restricted shares of ExOne subject to the ExOne Change of Control Severance Plan ("ExOne COC RSAs") vested and were cancelled and the holder of such ExOne COC RSA received the Merger Consideration.
F4 Each award granted under the 2021 Executive Stock Performance Program was converted into ExOne Shares (the "ESPP Award"), with the shares subject to such ESPP Award becoming vested and such vested shares were cancelled and the holder received the Merger Consideration.
F5 Withholding and disposition of shares for taxes on ESPP Awards.
F6 Each outstanding vested option to purchase ExOne Shares was cancelled and the holder thereof became entitled to receive the excess of the Merger Consideration over the aggregate exercise price of such ExOne vested option, so long as such ExOne vested option's exercise price was less than the Merger Consideration, less applicable tax withholdings.

Remarks:

Vice President, General Counsel & Corporate Secretary