0001104659-21-092245.txt : 20210714 0001104659-21-092245.hdr.sgml : 20210714 20210714203504 ACCESSION NUMBER: 0001104659-21-092245 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210714 FILED AS OF DATE: 20210714 DATE AS OF CHANGE: 20210714 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DAMORE RICHARD A CENTRAL INDEX KEY: 0001206641 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39453 FILM NUMBER: 211091451 MAIL ADDRESS: STREET 1: C/O NORTHBRIDGE VENTURE PARTNERS STREET 2: 950 WINTER ST STE 4600 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NBVM GP, LLC CENTRAL INDEX KEY: 0001401650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39453 FILM NUMBER: 211091452 BUSINESS ADDRESS: STREET 1: 950 WINTER STREET STREET 2: SUITE 4600 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0004 MAIL ADDRESS: STREET 1: 950 WINTER STREET STREET 2: SUITE 4600 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: North Bridge Venture Partners 7, L.P. CENTRAL INDEX KEY: 0001853158 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39453 FILM NUMBER: 211091450 BUSINESS ADDRESS: STREET 1: 60 WILLIAM STREET STREET 2: SUITE 350 CITY: WELLESLEY STATE: MA ZIP: 02481 BUSINESS PHONE: 781-290-0004 MAIL ADDRESS: STREET 1: 60 WILLIAM STREET STREET 2: SUITE 350 CITY: WELLESLEY STATE: MA ZIP: 02481 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: North Bridge Venture Management 7, L.P. CENTRAL INDEX KEY: 0001853157 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39453 FILM NUMBER: 211091449 BUSINESS ADDRESS: STREET 1: 60 WILLIAM STREET STREET 2: SUITE 350 CITY: WELLESLEY STATE: MA ZIP: 02481 BUSINESS PHONE: 781-290-0004 MAIL ADDRESS: STREET 1: 60 WILLIAM STREET STREET 2: SUITE 350 CITY: WELLESLEY STATE: MA ZIP: 02481 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Markforged Holding Corp CENTRAL INDEX KEY: 0001816613 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 480 PLEASANT STREET CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: (866) 496-1805 MAIL ADDRESS: STREET 1: 480 PLEASANT STREET CITY: WATERTOWN STATE: MA ZIP: 02472 FORMER COMPANY: FORMER CONFORMED NAME: one DATE OF NAME CHANGE: 20200701 3 1 tm2122054-10_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2021-07-14 0 0001816613 Markforged Holding Corp MKFG 0001401650 NBVM GP, LLC 60 WILLIAM STREET, SUITE 350 WELLESLEY MA 02481 0 0 1 0 0001206641 DAMORE RICHARD A 60 WILLIAM STREET, SUITE 350 WELLESLEY MA 02481 0 0 1 0 0001853158 North Bridge Venture Partners 7, L.P. 60 WILLIAM STREET, SUITE 350 WELLESLEY MA 02481 0 0 1 0 0001853157 North Bridge Venture Management 7, L.P. 60 WILLIAM STREET, SUITE 350 WELLESLEY MA 02481 0 0 1 0 Common Stock 29126742 I By North Bridge Venture Partners 7, L.P. Earnout Shares 0.00 2026-07-14 Common Stock 2633246 I By North Bridge Venture Partners 7, L.P. The reportable securities are owned directly by North Bridge Venture Partners 7, L.P. ("NBVP 7 LP"). North Bridge Venture Management 7, L.P. ("NBVM 7") is the sole general partner of NBVP 7 L.P. NBVM GP, LLC ("NBVM GP") is the sole general partner of NBVM 7. Each of Edward T. Anderson, a member of the Issuer's board of directors post-closing of the Business Combination (as defined in footnote 2 below), and Richard A. D'Amore are the managers of NVBM GP (collectively, the "Managers"). Each of NBVM 7, NBVM GP and the Managers may be deemed to have shared voting and dispositive power over the shares held by NBVP 7 LP. Each of NBVM 7, NBVM GP and the Managers disclaims beneficial ownership of such shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such shares for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein, if any. 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. Immediately prior to the effective time of the Business Combination on the Closing Date, NBVP 7 LP received the right to acquire 2,633,246 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 1,436,316 of which will be released from escrow if the volume-weighted average price ("VWAP") of the Issuer for any 20 trading days in a consecutive 30-trading day period following the Closing Date is at least $12.50; and (ii) 1,196,930 of which will be released from escrow if the VWAP for any 20 trading days in a consecutive 30-day trading period following the Closing Date is at least $15.00. Upon a change of control or liquidation of the Issuer all such previously unearned shares will be issued. Any shares not eligible to be released within five years of the Closing Date will be forfeited and canceled. North Bridge Venture Partners 7, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management 7, L.P., general partner of North Bridge Venture Partners 7, L.P. 2021-07-14 North Bridge Venture Management 7, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management V, L.P. 2021-07-14 NBVM GP LLC, /s/ Edward T. Anderson, Manager of NBVM GP 2021-07-14 /s/ Richard A. D'Amore 2021-07-14