0000899243-21-044755.txt : 20211116
0000899243-21-044755.hdr.sgml : 20211116
20211116122048
ACCESSION NUMBER: 0000899243-21-044755
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211112
FILED AS OF DATE: 20211116
DATE AS OF CHANGE: 20211116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Zemba Douglas D.
CENTRAL INDEX KEY: 0001746882
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35806
FILM NUMBER: 211414998
MAIL ADDRESS:
STREET 1: 1002 LAUREN COURT
CITY: JEANNETTE
STATE: PA
ZIP: 15644
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ExOne Co
CENTRAL INDEX KEY: 0001561627
STANDARD INDUSTRIAL CLASSIFICATION: PRINTING TRADES MACHINERY & EQUIPMENT [3555]
IRS NUMBER: 261480640
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 127 INDUSTRY BOULEVARD
CITY: NORTH HUNTINGDON
STATE: PA
ZIP: 15642
BUSINESS PHONE: 724-863-9663
MAIL ADDRESS:
STREET 1: 127 INDUSTRY BOULEVARD
CITY: NORTH HUNTINGDON
STATE: PA
ZIP: 15642
FORMER COMPANY:
FORMER CONFORMED NAME: Ex One Co
DATE OF NAME CHANGE: 20130104
FORMER COMPANY:
FORMER CONFORMED NAME: Ex One Company, LLC
DATE OF NAME CHANGE: 20121105
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-11-12
1
0001561627
ExOne Co
XONE
0001746882
Zemba Douglas D.
127 INDUSTRY BOULEVARD
NORTH HUNTINGDON
PA
15642
0
1
0
0
See Remarks
Common Stock, par value $0.01
2021-11-12
4
D
0
30974
D
27219
D
Common Stock, par value $0.01
2021-11-12
4
F
0
8504
26.70
D
18715
D
Common Stock, par value $0.01
2021-11-12
4
D
0
11496
D
7219
D
Common Stock, par value $0.01
2021-11-12
4
F
0
3070
26.70
D
4149
D
Common Stock, par value $0.01
2021-11-12
4
D
0
4149
D
0
D
Common Stock, par value $0.01
2021-11-12
4
A
0
3511
0.00
A
3511
D
Common Stock, par value $0.01
2021-11-12
4
F
0
1493
26.70
D
2018
D
Common Stock, par value $0.01
2021-11-12
4
D
0
2018
D
0
D
Stock Option (right to buy)
18.00
2021-11-12
4
D
0
6667
D
2023-02-07
Common Stock
6667
0
D
Stock Option (right to buy)
10.10
2021-11-12
4
D
0
12000
D
2027-02-10
Common Stock
12000
0
D
Stock Option (right to buy)
7.91
2021-11-12
4
D
0
25000
D
2027-02-10
Common Stock
25000
0
D
Stock Option (right to buy)
7.11
2021-11-12
4
D
0
25000
D
2024-08-12
Common Stock
25000
0
D
On November 12, 2021, Desktop Metal, Inc., a Delaware corporation ("Desktop Metal"), acquired The ExOne Company, a Delaware corporation ("ExOne") pursuant to that certain Agreement and Plan of Merger, dated August 11, 2021, by and among ExOne, Desktop Metal, Texas Merger Sub I, Inc., a wholly owned subsidiary of Desktop Metal, and Texas Merger Sub II, LLC, a wholly owned subsidiary of Desktop Metal (the "Merger Agreement"). The acquisition is more fully described in ExOne's definitive proxy statement filed with the Securities and Exchange Commission on October 8, 2021. In accordance with the terms of the Merger Agreement, each share of ExOne's common stock (the "ExOne Shares") was exchanged for 2.1416 shares (the "Exchange Ratio") of Desktop Metal Class A common stock ("DM Common Stock") plus $8.50 in cash (together, the "Merger Consideration"). Each transaction reported in this Form 4 is an exempt transaction.
Withholding and disposition for taxes on restricted stock.
Each award of restricted shares of ExOne subject to the ExOne Change of Control Severance Plan ("ExOne COC RSAs") vested and were cancelled and the holder of such ExOne COC RSA received the Merger Consideration.
Each award granted under the 2021 Executive Stock Performance Program was converted into ExOne Shares (the "ESPP Award"), with the shares subject to such ESPP Award becoming vested and such vested shares were cancelled and the holder received the Merger Consideration.
Withholding and disposition of shares for taxes on ESPP Awards.
Each outstanding vested option to purchase ExOne Shares was cancelled and the holder thereof became entitled to receive the excess of the Merger Consideration over the aggregate exercise price of such ExOne vested option, so long as such ExOne vested option's exercise price was less than the Merger Consideration, less applicable tax withholdings.
Chief Financial Officer and Treasurer
/s/ Douglas D. Zemba
2021-11-12