David Benhaim - 14 Jul 2021 Form 3 Insider Report for Markforged Holding Corp

Role
Chief Technology Officer
Signature
/s/ David Benhaim
Issuer symbol
N/A
Transactions as of
14 Jul 2021
Net transactions value
$0
Form type
3
Filing time
14 Jul 2021, 20:32:32 UTC
Next filing
22 Sep 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding MKFG Common Stock 278,447 14 Jul 2021 Direct

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 Stock Option (Right to Buy) 14 Jul 2021 Common Stock 146,684 $0.0700 Direct F1
holding MKFG Stock Option (Right to Buy) 14 Jul 2021 Common Stock 212,634 $0.0700 Direct F1
holding MKFG Stock Option (Right to Buy) 14 Jul 2021 Common Stock 30,757 $0.1500 Direct F1
holding MKFG Stock Option (Right to Buy) 14 Jul 2021 Common Stock 105,843 $0.2200 Direct F2
holding MKFG Stock Option (Right to Buy) 14 Jul 2021 Common Stock 248,365 $0.8900 Direct F3
holding MKFG Stock Option (Right to Buy) 14 Jul 2021 Common Stock 2,158,804 $2.18 Direct F4
holding MKFG Earnout Shares 14 Jul 2021 Common Stock 287,631 $0.000000 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This option is fully vested.
F2 This option shall vest 25% on June 21, 2018 then in equal 48 monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
F3 This option shall vest 25% on February 2, 2020, then in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
F4 This option shall vest in 48 equal monthly installment beginning on October 22, 2020, subject to the Reporting Person's continuous employment with the Issuer on each such date.
F5 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, the Reporting Person received the right to acquire 287,631 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 156,890 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) 130,741 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