Thomas Nogueira - 01 Apr 2025 Form 4 Insider Report for Desktop Metal, Inc. (DM)

Role
CHIEF OPERATING OFFICER
Signature
/s/ Larry O'Connell, Attorney-in-Fact
Issuer symbol
DM
Transactions as of
01 Apr 2025
Net transactions value
-$2,768
Form type
4
Filing time
03 Apr 2025, 19:07:03 UTC
Previous filing
31 Mar 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DM Class A Common Stock Options Exercise +1,707 +3.1% 55,955 01 Apr 2025 Direct F1
transaction DM Class A Common Stock Tax liability $2,768 -558 -1% $4.96 55,397 01 Apr 2025 Direct F2
transaction DM Class A Common Stock Disposed to Issuer -55,397 -100% 0 02 Apr 2025 Direct 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 DM Restricted Stock Units Options Exercise -1,707 -2.2% 76,795 01 Apr 2025 Class A Common Stock 1,707 Direct F1, F4
transaction DM Restricted Stock Units Disposed to Issuer -76,795 -100% 0 02 Apr 2025 Class A Common Stock 76,795 Direct F5
transaction DM Stock Option Disposed to Issuer -1,831 -100% 0 02 Apr 2025 Class A Common Stock 1,831 $24.57 Direct F6
transaction DM Stock Option Disposed to Issuer -6,715 -100% 0 02 Apr 2025 Class A Common Stock 6,715 $27.76 Direct F6
transaction DM Stock Option Disposed to Issuer -8,464 -100% 0 02 Apr 2025 Class A Common Stock 8,464 $14.00 Direct F6
transaction DM Stock Option Disposed to Issuer -2,442 -100% 0 02 Apr 2025 Class A Common Stock 2,442 $14.00 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Thomas Nogueira is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Each restricted stock unit represents a contingent right to receive one shares of the Issuer's Class A Common Stock.
F2 Represents shares of Class A Common Stock withheld by Desktop Metal, Inc. to cover tax withholding obligations in connection with the vesting of restricted stock units.
F3 Pursuant to the Agreement and Plan of Merger, dated as of July 2, 2024 (the "Merger Agreement"), by and among Desktop Metal, Inc. (the "Issuer"), Nano Dimension Ltd., an Israeli company ("Nano"), and Nano US I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Nano ("Merger Sub"), on April 2, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as an indirect wholly owned subsidiary of Nano. At the Effective Time, each outstanding share of Class A Common Stock was cancelled and converted into the right to receive $5.295 in cash, without interest (the "Per Share Merger Consideration").
F4 The restricted stock units vested on April 1, 2025. The restricted stock units have no expiration date.
F5 Pursuant to the Merger Agreement, at the Effective Time, each outstanding time-vesting restricted stock unit was cancelled and replaced with the grant by Nano of a restricted stock unit award of Nano.
F6 Pursuant to the Merger Agreement, at the Effective Time, each outstanding option was cancelled and converted into the right to receive an amount of cash equal to the product of (i) the excess of the Per Share Merger Consideration over the per share exercise price of such option, multiplied by (ii) the number of shares of common stock subject to the vested portion of the option immediately prior to the Effective Time, without interest and less applicable tax withholdings. Any options that have a per share exercise price equal to or exceeding the Per Share Merger Consideration were cancelled for no consideration.