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

Role: General Counsel
Signature: /s/ Stephen Karp
Stock symbol: MKFG
Transactions as of: Jul 14, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/14/2021, 08:36 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	286K	$2.18	Direct	F1
holding	MKFG	Earnout Shares							Jul 14, 2021	Common Stock	25.8K	$0.00	Direct	F2

* 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 October 30, 2021, and then in equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
F2	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 25,826 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 14,087 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) 11,739 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.

Content

This option shall vest 25% on October 30, 2021, and then in equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

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 25,826 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 14,087 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) 11,739 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