SEC Filing | Xometry, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Driscoll Craig

(Last)

(First)

(Middle)

7529 STANDISH PLACE

SUITE 200

(Street)

DERWOOD

20855

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2021

3. Issuer Name and Ticker or Trading Symbol
Xometry, Inc. [ XMTR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series Seed-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	129,859	⁽¹⁾	I	See Footnote⁽²⁾
Series Seed-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	57,132	⁽¹⁾	I	See Footnote⁽²⁾
Series A-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	73,997	⁽¹⁾	I	See Footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	25,400	⁽¹⁾	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	26,397	⁽¹⁾	I	See Footnote⁽²⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	20,486	⁽¹⁾	I	See Footnote⁽²⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	148,157	⁽¹⁾	I	See Footnote⁽²⁾

Explanation of Responses:

1. Each share of Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into Common Stock, on a one-for-one basis, has no expiration date and is expected to automatically convert into shares of Class A Common Stock immediately prior to the closing of the Issuer's initial public offering.

2. These shares are held of record by Highland Leaders Fund I, L.P. ("HLF I"). The general partner of HLF I is Highland Leaders Fund I GP, L.P., whose general partner is Highland Leaders Fund I GP, LLC ("HLF I GP LLC"). The Reporting Person is a Managing Member of HLF I GP LLC and may be deemed to have voting and dispositive power over the shares held by HLF I. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein.

Remarks:

Exhibit List -- Exhibit 24 -- Power of Attorney

	/s/ Dorothy Vinsky, Attorney-in-Fact	06/30/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY
(For Executing Form ID and
Forms 3, 4 and 5)

      Know all by these presents, that the undersigned hereby
constitutes and appoints each of Sam Lipson, Dennis Craig II
and Dorothy Vinsky of Cooley LLP, and Kristie Scott and James
Rallo of Xometry, Inc. (the "Company"), signing individually,
the undersigned's true and lawful attorneys-in-fact and agents
to:

      (1)	Prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the Securities and Exchange
Commission (the "SEC"), a Form ID and Forms 3, 4 and 5 (including
amendments thereto and joint filing agreements in connection
therewith) in accordance with Section 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules thereunder, in the undersigned's capacity as an officer,
director or beneficial owner of more than 10% of a registered
class of securities of the Company;

      (2)	Do and perform any and all acts for and on behalf of
the undersigned that may be necessary or desirable to prepare
and execute any such Form ID and Forms 3, 4 or 5 (including
amendments thereto and joint filing agreements in connection
therewith) and file such forms with the SEC and any stock
exchange, self-regulatory association or any similar
authority; and

      (3)	Take any other action of any type whatsoever in
connection with the foregoing that, in the opinion of such
attorney -in-fact, may be of benefit to, in the best interest of,
or legally required of the undersigned, it being understood
that the documents executed by the 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
the attorney -in-fact may approve in the attorney-in-fact's
discretion.

      The undersigned hereby grants to each such attorney in fact
full power and author it y 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, and their substitutes, 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 of the Exchange Act.

      This Power of Attorney shall remain in full force and
effect until the earliest to occur of (a) the undersigned is
no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued
by the Company , (b) revocation by the undersigned in a signed
writing delivered to the Company and the foregoing attorneys-
in fact or (c) as to any attorney-in-fact individually, until
such attorney-in-fact is no longer employed by the Company or
employed by or a partner at Cooley LLP or another law firm
representing the Company, as applicable.	'

      IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of June 7, 2021.

      By: /s/ Craig Driscoll

      	Craig Driscoll