SEC Filing | Xometry, Inc.

View:

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Altschuler Randolph

(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
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

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)
Common Stock	1,068,003	D
Common Stock	105,000	I	See Footnote⁽¹⁾
Common Stock	347,222	I	See Footnote⁽²⁾
Common Stock	347,222	I	See Footnote⁽³⁾
Common Stock	347,222	I	See Footnote⁽⁴⁾
Common Stock	500,000	I	See Footnote⁽⁵⁾
Common Stock	386,667	I	See Footnote⁽⁶⁾

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)
Stock Option (right to buy)	⁽⁷⁾	01/29/2028	Common Stock	99,869	1.65	D
Stock Option (right to buy)	⁽⁸⁾	08/07/2029	Common Stock	231,974	3.65	D
Stock Option (right to buy)	⁽⁹⁾	03/27/2031	Common Stock	142,275	12.32	D
Series Seed-1 Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	325,000	⁽¹⁰⁾	I	See Footnote⁽⁶⁾
Series Seed-1 Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	325,000	⁽¹⁰⁾	D
Series Seed-2 Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	51,095	⁽¹⁰⁾	D
Series A-1 Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	31,213	⁽¹⁰⁾	D
Series A-1 Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	19,476	⁽¹⁰⁾	I	See Footnote⁽⁶⁾

Explanation of Responses:

1. Held by the 2021 Tigers Trust, over which the Reporting Person may be deemed to exercise voting control.

2. Held by the Matthew Sladkin Altschuler 2012 Trust, over which the Reporting Person may be deemed to exercise voting control.

3. Held by the Noah Sladkin Altschuler 2012 Trust, over which the Reporting Person may be deemed to exercise voting control.

4. Held by the Sasha Sladkin Altschuler 2012 Trust, over which the Reporting Person may be deemed to exercise voting control.

5. Held by the Altschuler Family Trust (2020), over which the Reporting Person may be deemed to exercise voting control.

6. Held by Cheryl Altschuler, Reporting Person's spouse.

7. One quarter (1/4) of the shares vested on January 1, 2019, and thereafter, the remainder of the shares vest in 36 equal monthly installments, subject to the Reporting Person's continuous service.

8. One quarter (1/4) of the shares vested on May 2, 2020, and thereafter, the remainder of the shares vest in 36 equal monthly installments, subject to the Reporting Person's continuous service.

9. One quarter (1/4) of the shares shall vest on January 1, 2022, and thereafter, the remainder of the shares shall vest in 36 equal monthly installments, subject to the Reporting Person's continuous service.

10. Each share of Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, and Series A-1 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.

Remarks:

Exhibit List -- Exhibit 24 -- Power of Attorney

	/s/ Dorothy Vinsky, Attorney-in-Fact	07/01/2021
	** 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
under signed'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 subs titu tes, in serving in such capacity at the
request of the undersigned, are not assuming (nor is the Company
assuming) any of the undersigned's responsib ilit ies 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 undersi gned 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/ Randolph Altschuler

      	Randolph Altschuler