Laurence Zuriff - 02 Jul 2021 Form 4 Insider Report for Xometry, Inc. (XMTR)

Role
Chief Strategy Officer, Director
Signature
/s/ Dorothy Vinsky, Attorney-in-Fact
Issuer symbol
XMTR
Transactions as of
02 Jul 2021
Net transactions value
$0
Form type
4
Filing time
08 Jul 2021, 06:02:16 UTC
Previous filing
01 Jul 2021
Next filing
21 Jan 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XMTR Common Stock Other -2,147,916 -100% 0 02 Jul 2021 Direct F1
transaction XMTR Class A Common Stock Other +2,147,916 2,147,916 02 Jul 2021 Direct F1
transaction XMTR Class A Common Stock Other -1,200,843 -56% 947,073 02 Jul 2021 Direct F2
transaction XMTR Common Stock Other -300,000 -100% 0 02 Jul 2021 Held by the Jason Eric Zuriff Trust F1
transaction XMTR Class A Common Stock Other +300,000 300,000 02 Jul 2021 Held by the Jason Eric Zuriff Trust F1
transaction XMTR Common Stock Other -300,000 -100% 0 02 Jul 2021 Held by the Sophie Anna Zuriff 2020 Trust F1
transaction XMTR Class A Common Stock Other +300,000 300,000 02 Jul 2021 Held by the Sophie Anna Zuriff 2020 Trust F1
transaction XMTR Common Stock Other -300,000 -100% 0 02 Jul 2021 Held by the Zuriff Family 2020 Trust F1
transaction XMTR Class A Common Stock Other +300,000 300,000 02 Jul 2021 Held by the Zuriff Family 2020 Trust F1
transaction XMTR Class A Common Stock Conversion of derivative security +201,176 201,176 02 Jul 2021 Held by ZFI Capital,LP. F3

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
transaction XMTR Stock Option (right to buy) Other $0 -14,584 -100% $0.000000* 0 02 Jul 2021 Common Stock 14,584 $1.65 Direct F1, F4
transaction XMTR Stock Option (right to buy) Other $0 +14,584 $0.000000 14,584 02 Jul 2021 Class A Common Stock 14,584 $1.65 Direct F1, F4
transaction XMTR Stock Option (right to buy) Other $0 -129,360 -100% $0.000000* 0 02 Jul 2021 Common Stock 129,360 $3.65 Direct F1, F5
transaction XMTR Stock Option (right to buy) Other $0 +129,360 $0.000000 129,360 02 Jul 2021 Class A Common Stock 129,360 $3.65 Direct F1, F5
transaction XMTR Series Seed-1 Preferred Stock Conversion of derivative security $0 -128,102 -100% $0.000000* 0 02 Jul 2021 Class A Common Stock 128,102 Held by ZFI Capital,LP. F3
transaction XMTR Series Seed-2 Preferred Stock Conversion of derivative security $0 -43,796 -100% $0.000000* 0 02 Jul 2021 Class A Common Stock 43,796 Held by ZFI Capital,LP. F3
transaction XMTR Series A-1 Preferred Stock Conversion of derivative security $0 -29,278 -100% $0.000000* 0 02 Jul 2021 Class A Common Stock 29,278 Held by ZFI Capital,LP. F3
transaction XMTR Class B Common Stock Other $0 +1,200,843 $0.000000 1,200,843 02 Jul 2021 Class A Common Stock 1,200,843 Direct F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class A Common Stock in an exempt transaction pursuant to Rule 16b-7.
F2 Immediately prior to the completion of the Issuer's initial public offering of Class A Common stock, the shares of the Issuer's Class A Common Stock held by the Reporting Person were exchanged at a 1:1 ratio for shares of the Issuer's Class B Common Stock pursuant to an exchange agreement between the Issuer and Reporting Person, as previously approved by the Issuer's board of directors.
F3 Each share of Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, and Series A-1 Preferred Stock automatically converted, without payment of additional consideration, into Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
F4 One quarter (1/4) of the shares vested on January 1, 2019, and thereafter, the remainder of the shares vest in 36 equal monthly installments, subject to the Reporting Person's continuous service.
F5 One quarter (1/4) of the shares vested on May 2, 2020, and thereafter, the remainder of the shares vest in 36 equal monthly installments, subject to the Reporting Person's continuous service.
F6 Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. Each share of Class B Common Stock will convert automatically into shares of Class A common stock, on a one-to-one basis, upon the following: (1) sale or transfer of such share of Class B common stock; (2) the death or incapacity of the Reporting Person; (3) the Reporting Person's departure from the Issuer's board of directors; and (4) on the final conversion date, defined as the earlier of (a) the seventh anniversary of the Issuer's IPO; or (b) the date specified by vote of the holders of a majority of the outstanding shares of Class B common stock.