Kevin Hartz - Jun 21, 2022 Form 4 Insider Report for Markforged Holding Corp (MKFG)

Role
Director
Signature
/s/ Stephen Karp, Attorney-in-Fact
Stock symbol
MKFG
Transactions as of
Jun 21, 2022
Transactions value $
$149,999
Form type
4
Date filed
6/27/2022, 04:05 PM
Previous filing
Jun 13, 2022
Next filing
Jul 13, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MKFG Common Stock Award $150K +67.9K $2.21 67.9K Jun 21, 2022 Direct F1
holding MKFG Common Stock 149K Jun 21, 2022 See footnote F2, F3
holding MKFG Common Stock 149K Jun 21, 2022 See footnote F2, F4
holding MKFG Common Stock 1.79M Jun 21, 2022 See footnote F2, F5

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 Warrant to Purchase Common Stock (right to buy) 89.8K Jun 21, 2022 Common Stock 89.8K $11.50 See footnote F3, F6
holding MKFG Warrant to Purchase Common Stock (right to buy) 89.8K Jun 21, 2022 Common Stock 89.8K $11.50 See footnote F4, F6
holding MKFG Warrant to Purchase Common Stock (right to buy) 1.08M Jun 21, 2022 Common Stock 1.08M $11.50 See footnote F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Consists of a Restricted Stock Unit ("RSU") award made pursuant to the Issuer's 2021 Stock Option and Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration. The RSUs shall vest on the earlier of (i) the date of the next annual meeting of stockholders of the Issuer and (ii) the 12-month anniversary of the grant date, subject to the Reporting Person's continuous service to the Issuer on each such date.
F2 The Class B Ordinary Shares of one, the Issuer's predecessor, automatically converted to Class A Ordinary Shares, which then automatically converted to shares of Common Stock of the Issuer upon the consummation of the merger between the Issuer and one, on July 14, 2021. Of the shares reported herein, 50% are subject to vesting conditions, and will be forfeited if not vested as of July 14, 2026. 25% will vest if the volume-weighted average price of Issuer's common stock is at least $12.50 for any 20 trading days within a 30-trading-day period, and 25% will vest if such price is at least $15.00 for any 20 trading days within a 30-trading-day-period. Such unvested shares are held directly by A-Star LLC ("A-Star"), of which the trusts described below are members. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
F3 Consists of (i) shares and warrants held directly by The Kevin Earnest Hartz 2020 Annuity Trust U/A/D (of which the Reporting Person is trustee), reflecting a pro rata distribution of certain securities held by A-Star to its members prior to the date of this report (the "Distribution"), and (ii) shares held indirectly by such trust, reflecting the proportionate interest of such trust in the shares held by A-Star.
F4 Consists of (i) shares and warrants held directly by The Julia D. Hartz 2020 Annuity Trust U/A/D (of which the spouse of the Reporting Person is trustee), reflecting the Distribution, and (ii) shares held indirectly by such trust, reflecting the proportionate interest of such trust in the shares held by A-Star.
F5 Consists of (i) shares and warrants held directly by the Hartz Family Revocable Trust (of which the Reporting Person is co-trustee), reflecting the Distribution, and (ii) shares held indirectly by such trust, reflecting the proportionate interest of such trust in the shares held by A-Star.
F6 The warrants are exercisable for shares of common stock of the Issuer.