Craig Driscoll - Jun 29, 2021 Form 3 Insider Report for Xometry, Inc. (XMTR)

Role: Director
Signature: /s/ Dorothy Vinsky, Attorney-in-Fact
Stock symbol: XMTR
Transactions as of: Jun 29, 2021
Transactions value $: $0
Form type: 3
Date filed: 6/30/2021, 09:59 PM
Next filing: Jul 7, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Date	Underlying Class	Amount	Ownership	Footnotes
holding	XMTR	Series Seed-1 Preferred Stock	Jun 29, 2021	Common Stock	130K	See Footnote	F1, F2
holding	XMTR	Series Seed-2 Preferred Stock	Jun 29, 2021	Common Stock	57.1K	See Footnote	F1, F2
holding	XMTR	Series A-2 Preferred Stock	Jun 29, 2021	Common Stock	74K	See Footnote	F1, F2
holding	XMTR	Series B Preferred Stock	Jun 29, 2021	Common Stock	25.4K	See Footnote	F1, F2
holding	XMTR	Series C Preferred Stock	Jun 29, 2021	Common Stock	26.4K	See Footnote	F1, F2
holding	XMTR	Series D Preferred Stock	Jun 29, 2021	Common Stock	20.5K	See Footnote	F1, F2
holding	XMTR	Series E Preferred Stock	Jun 29, 2021	Common Stock	148K	See Footnote	F1, F2

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

Explanation of Responses:

Id	Content
F1	Each share of Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into Common Stock, on a one-for-one basis, has no expiration date and is expected to automatically convert into shares of Class A Common Stock immediately prior to the closing of the Issuer's initial public offering.
F2	These shares are held of record by Highland Leaders Fund I, L.P. ("HLF I"). The general partner of HLF I is Highland Leaders Fund I GP, L.P., whose general partner is Highland Leaders Fund I GP, LLC ("HLF I GP LLC"). The Reporting Person is a Managing Member of HLF I GP LLC and may be deemed to have voting and dispositive power over the shares held by HLF I. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein.

Content

Each share of Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into Common Stock, on a one-for-one basis, has no expiration date and is expected to automatically convert into shares of Class A Common Stock immediately prior to the closing of the Issuer's initial public offering.

These shares are held of record by Highland Leaders Fund I, L.P. ("HLF I"). The general partner of HLF I is Highland Leaders Fund I GP, L.P., whose general partner is Highland Leaders Fund I GP, LLC ("HLF I GP LLC"). The Reporting Person is a Managing Member of HLF I GP LLC and may be deemed to have voting and dispositive power over the shares held by HLF I. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein.

Remarks:

Exhibit List -- Exhibit 24 -- Power of Attorney