0001104659-21-092240.txt : 20210714 0001104659-21-092240.hdr.sgml : 20210714 20210714203344 ACCESSION NUMBER: 0001104659-21-092240 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210714 FILED AS OF DATE: 20210714 DATE AS OF CHANGE: 20210714 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schwartz Mark Joseph CENTRAL INDEX KEY: 0001494796 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39453 FILM NUMBER: 211091442 MAIL ADDRESS: STREET 1: 4104 24TH STREET #345 CITY: SAN FRANCISCO STATE: CA ZIP: 94114 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 tm2122054-7_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2021-07-14 0 0001816613 Markforged Holding Corp MKFG 0001494796 Schwartz Mark Joseph C/O MARKFORGED HOLDING CORP. 480 PLEASANT STREET WATERTOWN MA 02472 0 1 0 0 Chief Financial Officer Restricted Stock Unit 2031-04-26 Common Stock 761801 D Earnout Shares 0.00 2026-07-14 Common Stock 68871 D Twenty-five percent of this restricted stock unit ("RSU") award shall vest on April 1, 2022 and the remaining RSUs shall vest thereafter in 36 equal monthly installments, subject to the Reporting Person's continuous employment with the Issuer on each such date. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration. 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 68,871 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 37,566 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) 31,305 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. Exhibit 24: Power of Attorney /s/ Stephen Karp, Attorney-in-Fact for Mark Joseph Schwartz 2021-07-14 EX-24 2 tm2122054d7_ex24.htm EXHIBIT 24

Exhibit 24

 

LIMITED POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints each of Shai Terem and Stephen Karp, signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

 

(1)            execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Markforged Holding Corporation (the “Company”), from time to time the following U.S. Securities and Exchange Commission (“SEC”) forms: (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedule 13D and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;

 

(2)            do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and

 

(3)            take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorneys-in-fact.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an executive officer of, or legal counsel to the Company.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of July 14, 2021.

 

  /s/ Mark Schwartz
  Mark Schwartz