Shai Terem - Jul 14, 2021 Form 3 Insider Report for Markforged Holding Corp (MKFG)

Role
President and CEO, Director
Signature
/s/ Stephen Karp, Attorney-in-Fact for Shai Terem
Stock symbol
MKFG
Transactions as of
Jul 14, 2021
Transactions value $
$0
Form type
3
Date filed
7/14/2021, 08:35 PM
Next filing
Sep 22, 2021

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 3.93M $2.11 Direct F1
holding MKFG Stock Option (Right to Buy) Jul 14, 2021 Common Stock 2.82M $2.18 Direct F2
holding MKFG Earnout Shares Jul 14, 2021 Common Stock 610K $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 25% on November 13, 2020, then in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
F2 This option shall vest 25% on October 22, 2021, then in 36 equal monthly installments thereafter, 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 Combaination") 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 610,333 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 332,909 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) 277,424 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