Highland Leaders Fund I, L.P. - Jun 29, 2021 Form 3 Insider Report for Xometry, Inc. (XMTR)

Role: 10%+ Owner
Signature: Jessica Healey, Authorized Signatory of Highland Leaders Fund I GP, LLC, Highland Leaders Fund I GP, L.P. and Highland Leaders Fund I, L.P.
Stock symbol: XMTR
Transactions as of: Jun 29, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/1/2021, 04:27 PM
Next filing: Jul 7, 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	XMTR	Series Seed-1 Preferred Stock							Jun 29, 2021	Common Stock	130K		See Footnote	F1, F2
holding	XMTR	Series Seed-1 Preferred Stock							Jun 29, 2021	Common Stock	28.1K		See Footnote	F1, F3
holding	XMTR	Series Seed-2 Preferred Stock							Jun 29, 2021	Common Stock	57.1K		See Footnote	F1, F2
holding	XMTR	Series Seed-2 Preferred Stock							Jun 29, 2021	Common Stock	12.3K		See Footnote	F1, F4
holding	XMTR	Series A-1 Preferred Stock							Jun 29, 2021	Common Stock	3.64M		See Footnote	F1, F5
holding	XMTR	Series A-2 Preferred Stock							Jun 29, 2021	Common Stock	74K		See Footnote	F1, F2
holding	XMTR	Series A-2 Preferred Stock							Jun 29, 2021	Common Stock	334K		See Footnotes	F1, F6
holding	XMTR	Series B Preferred Stock							Jun 29, 2021	Common Stock	25.4K		See Footnote	F1, F2
holding	XMTR	Series B Preferred Stock							Jun 29, 2021	Common Stock	669K		See Footnote	F1, F7
holding	XMTR	Series C Preferred Stock							Jun 29, 2021	Common Stock	26.4K		See Footnote	F1, F2
holding	XMTR	Series C Common Stock							Jun 29, 2021	Common Stock	381K		See Footnote	F1, F8
holding	XMTR	Series D Preferred Stock							Jun 29, 2021	Common Stock	20.5K		See Footnote	F1, F2
holding	XMTR	Series D Preferred Stock							Jun 29, 2021	Common Stock	404K		See Footnote	F1, F9
holding	XMTR	Series E Preferred Stock							Jun 29, 2021	Common Stock	148K		See Footnote	F1, F2
holding	XMTR	Series E Preferred Stock							Jun 29, 2021	Common Stock	32K		See Footnote	F1, F10

* 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-1 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. ("HLF I GP LP"), whose general partner is Highland Leaders Fund I GP, LLC ("HLF I GP LLC"). Robert Davis, Dan Nova, Paul Maeder, Corey Mulloy and Craig Driscoll (the "HLF I GP Managing Members") are the managing members of HLF I GP LLC and may be deemed to have voting and dispositive power over the shares held by HLF I. Each of HLF I GP LP, HLF I GP LLC, and the HLF I GP Managing Members disclaims beneficial ownership of the securities reported herein, except to the extent of their respective pecuniary interests therein, if any, and 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, any of them is the beneficial owner of any securities reported herein. Mr. Driscoll is a director of the Issuer and files separate Section 16 reports.
F3	Includes 18,484 shares held by Highland Capital Partners 9 LP ("HCP9"), 7,961 shares held by Highland Capital Partners 9-B LP ("HCP9B") and 1,613 shares held by Highland Entrepreneurs' Fund 9 LP ("HEF9"). The general partner of each of HCP9, HCP9B and HEF9 is Highland Management Partners 9 LP ("LP"), whose general partner is Highland Management Partners 9 LLC ("LLC"). Robert Davis, Dan Nova, Paul Maeder and Corey Mulloy ("Managing Members") are the managing members of LLC and may be deemed to have voting and dispositive power over shares held by each of HCP9, HCP9B and HEF9. Each of LP, LLC, and the Managing Members disclaims beneficial ownership of the shares reported herein, except to the extent of their respective pecuniary interests therein, if any, and 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, any of them is the beneficial owner of any securities reported therein.
F4	Includes 8,131 shares held by HCP9, 3,503 shares held by HCP9B and 710 shares held by HEF9. The general partner of each of HCP9, HCP9B and HEF9 is Highland Management Partners 9 LP ("LP"), whose general partner is Highland Management Partners 9 LLC ("LLC"). Robert Davis, Dan Nova, Paul Maeder and Corey Mulloy ("Managing Members") are the managing members of LLC and may be deemed to have voting and dispositive power over shares held by each of HCP9, HCP9B and HEF9. Each of LP, LLC, and the Managing Members disclaims beneficial ownership of the shares reported herein, except to the extent of their respective pecuniary interests therein, if any, and 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, any of them is the beneficial owner of any securities reported therein.
F5	Includes 2,395,787 shares held by HCP9, 1,031,961 shares held by HCP9B and 209,120 shares held by HEF9. The general partner of each of HCP9, HCP9B and HEF9 is Highland Management Partners 9 LP ("LP"), whose general partner is Highland Management Partners 9 LLC ("LLC"). Robert Davis, Dan Nova, Paul Maeder and Corey Mulloy ("Managing Members") are the managing members of LLC and may be deemed to have voting and dispositive power over shares held by each of HCP9, HCP9B and HEF9. Each of LP, LLC, and the Managing Members disclaims beneficial ownership of the shares reported herein, except to the extent of their respective pecuniary interests therein, if any, and 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, any of them is the beneficial owner of any securities reported therein.
F6	Includes 220,163 shares held by HCP9, 94,834 shares held by HCP9B and 19,217 shares held by HEF9. The general partner of each of HCP9, HCP9B and HEF9 is Highland Management Partners 9 LP ("LP"), whose general partner is Highland Management Partners 9 LLC ("LLC"). Robert Davis, Dan Nova, Paul Maeder and Corey Mulloy ("Managing Members") are the managing members of LLC and may be deemed to have voting and dispositive power over shares held by each of HCP9, HCP9B and HEF9. Each of LP, LLC, and the Managing Members disclaims beneficial ownership of the shares reported herein, except to the extent of their respective pecuniary interests therein, if any, and 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, any of them is the beneficial owner of any securities reported therein.
F7	Includes 440,537 shares held by HCP9, 189,756 shares held by HCP9B and 38,453 shares held by HEF9. The general partner of each of HCP9, HCP9B and HEF9 is Highland Management Partners 9 LP ("LP"), whose general partner is Highland Management Partners 9 LLC ("LLC"). Robert Davis, Dan Nova, Paul Maeder and Corey Mulloy ("Managing Members") are the managing members of LLC and may be deemed to have voting and dispositive power over shares held by each of HCP9, HCP9B and HEF9. Each of LP, LLC, and the Managing Members disclaims beneficial ownership of the shares reported herein, except to the extent of their respective pecuniary interests therein, if any, and 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, any of them is the beneficial owner of any securities reported therein.
F8	Includes 251,067 shares held by HCP9, 108,143 shares held by HCP9B and 21,913 shares held by HEF9. The general partner of each of HCP9, HCP9B and HEF9 is Highland Management Partners 9 LP ("LP"), whose general partner is Highland Management Partners 9 LLC ("LLC"). Robert Davis, Dan Nova, Paul Maeder and Corey Mulloy ("Managing Members") are the managing members of LLC and may be deemed to have voting and dispositive power over shares held by each of HCP9, HCP9B and HEF9. Each of LP, LLC, and the Managing Members disclaims beneficial ownership of the shares reported herein, except to the extent of their respective pecuniary interests therein, if any, and 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, any of them is the beneficial owner of any securities reported therein.
F9	Includes 266,136 shares held by HCP9, 114,634 shares held by HCP9B and 23,229 shares held by HEF9. The general partner of each of HCP9, HCP9B and HEF9 is Highland Management Partners 9 LP ("LP"), whose general partner is Highland Management Partners 9 LLC ("LLC"). Robert Davis, Dan Nova, Paul Maeder and Corey Mulloy ("Managing Members") are the managing members of LLC and may be deemed to have voting and dispositive power over shares held by each of HCP9, HCP9B and HEF9. Each of LP, LLC, and the Managing Members disclaims beneficial ownership of the shares reported herein, except to the extent of their respective pecuniary interests therein, if any, and 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, any of them is the beneficial owner of any securities reported therein.
F10	Includes 21,088 shares held by HCP9, 9,084 shares held by HCP9B and 1,841 shares held by HEF9. The general partner of each of HCP9, HCP9B and HEF9 is Highland Management Partners 9 LP ("LP"), whose general partner is Highland Management Partners 9 LLC ("LLC"). Robert Davis, Dan Nova, Paul Maeder and Corey Mulloy ("Managing Members") are the managing members of LLC and may be deemed to have voting and dispositive power over shares held by each of HCP9, HCP9B and HEF9. Each of LP, LLC, and the Managing Members disclaims beneficial ownership of the shares reported herein, except to the extent of their respective pecuniary interests therein, if any, and 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, any of them is the beneficial owner of any securities reported therein.