Antonio L. Rodriguez - Jul 14, 2021 Form 3 Insider Report for Markforged Holding Corp (MKFG)

Role
Director
Signature
/s/ Stephen Karp, Attorney-in-Fact for Antonio Rodriguez
Stock symbol
MKFG
Transactions as of
Jul 14, 2021
Transactions value $
$0
Form type
3
Date filed
7/14/2021, 08:32 PM
Next filing
Feb 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding MKFG Common Stock 28.5M Jul 14, 2021 See footnote F1
holding MKFG Common Stock 1.42M Jul 14, 2021 See footnote F2

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 Earnout Shares Jul 14, 2021 Common Stock 2.58M $0.00 See footnote F1, F3
holding MKFG Earnout Shares Jul 14, 2021 Common Stock 129K $0.00 See footnote F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.

Remarks:

Exhibit 24: Power of Attorney