Kevin Hartz - Feb 4, 2022 Form 4 Insider Report for Markforged Holding Corp (MKFG)

Role
Director
Signature
/s/ Stephen Karp, Attorney-in-Fact
Stock symbol
MKFG
Transactions as of
Feb 4, 2022
Transactions value $
$0
Form type
4
Date filed
2/25/2022, 05:02 PM
Previous filing
Dec 8, 2021
Next filing
Mar 30, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MKFG Common Stock Other $0 +149K $0.00 149K Feb 4, 2022 See footnote F1, F2
transaction MKFG Common Stock Other $0 +149K $0.00 149K Feb 4, 2022 See footnote F1, F3
transaction MKFG Common Stock Other $0 +1.79M $0.00 1.79M Feb 4, 2022 See footnote F1, 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
holding MKFG Warrant to Purchase Common Stock (right to buy) 89.8K Feb 4, 2022 Common Stock 89.8K $11.50 See footnote F2, F5
holding MKFG Warrant to Purchase Common Stock (right to buy) 89.8K Feb 4, 2022 Common Stock 89.8K $11.50 See footnote F3, F5
holding MKFG Warrant to Purchase Common Stock (right to buy) 1.08M Feb 4, 2022 Common Stock 1.08M $11.50 See footnote F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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..
F3 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.
F4 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.
F5 The warrants are exercisable for shares of common stock of the Issuer.

Remarks:

This Report on Form 4 is filed voluntarily to reflect certain changes in the form of the Reporting Person's indirect beneficial ownership in the securities of the Issuer.