Paul J. Milbury - Jul 14, 2021 Form 3 Insider Report for Markforged Holding Corp (MKFG)

Role
Director
Signature
/s/ Stephen Karp, Attorney-in-Fact for Paul Milbury
Stock symbol
MKFG
Transactions as of
Jul 14, 2021
Transactions value $
$0
Form type
3
Date filed
7/14/2021, 08:35 PM
Previous filing
Jun 2, 2021
Next filing
May 5, 2022

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) Jul 14, 2021 Common Stock 482K $2.11 Direct F1
holding MKFG Stock Option (Right to Buy) Jul 14, 2021 Common Stock 317K $2.18 Direct F2
holding MKFG Earnout Shares Jul 14, 2021 Common Stock 72.2K $0.00 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This option shall vest in 16 quarterly installments beginning on May 29, 2019, subject to the Reporting Person's continuous employment with the Issuer on each such date.
F2 This option shall vest in 16 quarterly installments beginning on October 30, 2020, subject to the Reporting Person's continuous employment with the Issuer on each such date.
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, the Reporting Person received the right to acquire 72,235 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 39,401 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) 32,834 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