Edward T. Anderson - Jul 14, 2021 Form 3 Insider Report for Markforged Holding Corp (MKFG)

Role: Director, 10%+ Owner
Signature: /s/ Stephen Karp, Attorney-in-Fact for Edward T. Anderson
Stock symbol: MKFG
Transactions as of: Jul 14, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/14/2021, 08:32 PM
Previous filing: May 28, 2021
Next filing: Jul 21, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	MKFG	Common Stock						29.1M	Jul 14, 2021	By: North Bridge Venture Partners 7, L.P.	F1, 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	2.63M	$0.00	By North Bridge Partners 7, L.P.	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reportable securities are owned directly by North Bridge Venture Partners 7, L.P. ("NBVP 7 LP"). North Bridge Venture Management 7, L.P. ("NBVM 7") is the sole general partner of NBVP 7 L.P. NBVM GP, LLC ("NBVM GP") is the sole general partner of NBVM 7. Each of the Reporting Person, a member of the Issuer's board of directors post-closing of the Business Combination (as defined in footnote 3 below), and Richard A. D'Amore are the managers of NVBM GP (collectively, the "Managers").
F2	Each of NBVM 7, NBVM GP and the Managers may be deemed to have shared voting and dispositive power over the shares held by NBVP 7 LP. Each of NBVM 7, NBVM GP and the Managers disclaims beneficial ownership of such shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such shares for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein, if any.
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. Immediately prior to the effective time of the Business Combination on the Closing Date, NBVP 7 LP received the right to acquire 2,633,246 shares of the Issuer's Common Stock in connection with the Business Combination,
F4	(i) 1,436,316 of which will be released from escrow if the volume-weighted average price ("VWAP") of the Issuer for any 20 trading days in a consecutive 30- trading day period following the Closing Date is at least $12.50; and (ii) 1,196,930 of which will be released from escrow if the VWAP for for any 20 trading days in a consecutive 30-day trading period following the Closing Date is at least $15.00. Upon a change of control or liquidation of the Issuer all such previously unearned shares will be issued. Any shares not eligible to be released within five years of the Closing Date will be forfeited and canceled.

Remarks:

Power of Attorney