0001209191-23-039024.txt : 20230622
0001209191-23-039024.hdr.sgml : 20230622
20230622160522
ACCESSION NUMBER: 0001209191-23-039024
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230620
FILED AS OF DATE: 20230622
DATE AS OF CHANGE: 20230622
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ANDERSON EDWARD T
CENTRAL INDEX KEY: 0001218581
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39453
FILM NUMBER: 231033344
MAIL ADDRESS:
STREET 1: 950 WINTER ST SUITE 4600
CITY: WATHAM
STATE: MA
ZIP: 02451
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Markforged Holding Corp
CENTRAL INDEX KEY: 0001816613
STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
IRS NUMBER: 923037714
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 60 TOWER ROAD
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: (866) 496-1805
MAIL ADDRESS:
STREET 1: 60 TOWER ROAD
CITY: WALTHAM
STATE: MA
ZIP: 02451
FORMER COMPANY:
FORMER CONFORMED NAME: one
DATE OF NAME CHANGE: 20200701
4
1
doc4.xml
FORM 4 SUBMISSION
X0407
4
2023-06-20
0
0001816613
Markforged Holding Corp
MKFG
0001218581
ANDERSON EDWARD T
C/O MARKFORGED HOLDING CORPORATION
60 TOWER ROAD
WALTHAM
MA
02451
1
0
0
0
0
Common Stock
2023-06-20
4
A
0
136364
1.10
A
204237
D
Common Stock
29126742
I
By: North Bridge Venture Partners 7, L.P.
Earnout Shares
0.00
2026-07-14
Common Stock
2633246
2633246
I
By: North Bridge Venture Partners 7, L.P.
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.
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 the Reporting Person, a member of the Issuer's board of directors post-closing of the Business Combination (as defined in footnote 3 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 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.
/s/ Stephen Karp, Attorney-in-Fact
2023-06-22