Assaf Zipori - May 15, 2023 Form 3 Insider Report for Markforged Holding Corp (MKFG)

Role: Acting Chief Financial Officer
Signature: /s/ Stephen Karp, Attorney-in-Fact for Assaf Zipori
Stock symbol: MKFG
Transactions as of: May 15, 2023
Transactions value $: $0
Form type: 3
Date filed: 5/16/2023, 04:15 PM
Next filing: May 26, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	MKFG	Common Stock						319K	May 15, 2023	Direct	F1

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)							May 15, 2023	Common Stock	648K	$2.11	Direct	F2
holding	MKFG	Stock Option (Right to Buy)							May 15, 2023	Common Stock	162K	$2.18	Direct	F3
holding	MKFG	Earnout Shares							May 15, 2023	Common Stock	73.2K	$0.00	Direct	F4

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

Explanation of Responses:

Id	Content
F1	Consists of Restricted Stock Unit ("RSU") awards 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 granted on August 11, 2021 of 42,000 shares, less the 7,503 shares previously withheld to cover taxes associated with settlement of RSUs, vest in sixteen equal quarterly installments beginning on November 11, 2021, subject to the Reporting Person's continuous service to the Issuer on each such date. The RSUs granted on July 29, 2022 of 200,000 shares, less the 15,501 shares previously withheld to cover taxes associated with settlement of RSUs, vest in sixteen equal quarterly installments beginning on October 1, 2022, subject to the Reporting Person's continuous service to the Issuer on each such date. The 100,000 RSUs granted on May 10, 2023 vest entirely on May 15, 2024 subject to the Reporting Person's continuous service to the Issuer.
F2	The shares underlying this stock option shall vest over four years, with 25% of the shares vesting on November 12, 2020 and the remaining shares vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
F3	The shares underlying this stock option shall vest over four years, with 25% of the shares vesting on October 30, 2021 and the remaining shares vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
F4	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 73,175 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 39,914 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) 33,261 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