Loretta Lobes Benec - 12 Nov 2021 Form 4 Insider Report for ExOne Co

Role
Vice President, General Counsel & Corporate Secretary
Signature
/s/ Loretta Lobes Benec
Issuer symbol
N/A
Transactions as of
12 Nov 2021
Net transactions value
-$185,885
Form type
4
Filing time
16 Nov 2021, 11:18:20 UTC
Previous filing
16 Aug 2021
SEC
View on sec.gov

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 -7,634 -38% 12,265 12 Nov 2021 Direct F1
transaction XONE Common Stock, par value $0.01 Tax liability $104,611 -3,918 -32% $26.70 8,347 12 Nov 2021 Direct F2
transaction XONE Common Stock, par value $0.01 Disposed to Issuer -4,882 -58% 3,465 12 Nov 2021 Direct F3
transaction XONE Common Stock, par value $0.01 Tax liability $41,198 -1,543 -45% $26.70 1,922 12 Nov 2021 Direct F2
transaction XONE Common Stock, par value $0.01 Disposed to Issuer -1,922 -100% 0 12 Nov 2021 Direct F3
transaction XONE Common Stock, par value $0.01 Award $0 +3,370 $0.000000 3,370 12 Nov 2021 Direct F4
transaction XONE Common Stock, par value $0.01 Tax liability $40,077 -1,501 -45% $26.70 1,869 12 Nov 2021 Direct F5
transaction XONE Common Stock, par value $0.01 Disposed to Issuer -1,869 -100% 0 12 Nov 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 -24,000 -100% 0 12 Nov 2021 Common Stock 24,000 $8.36 Direct F6
transaction XONE Stock Option (right to buy) Disposed to Issuer -10,000 -100% 0 12 Nov 2021 Common Stock 10,000 $6.75 Direct F6
transaction XONE Stock Option (right to buy) Disposed to Issuer -15,000 -100% 0 12 Nov 2021 Common Stock 15,000 $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