FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Xometry, Inc. [ XMTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 07/02/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 07/02/2021 | C | 3,427,779 | A | (1) | 3,427,779 | I | See Footnote(2) | ||
Class A Common Stock | 07/02/2021 | C | 534,328 | A | (1) | 534,328 | I | See Footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series Seed-1 Preferred Stock | (1) | 07/02/2021 | C | 104,680 | (1) | (1) | Class A Common Stock | 104,680 | $0.00 | 0 | I | See Footnote(2) | |||
Series Seed-2 Preferred Stock | (1) | 07/02/2021 | C | 46,054 | (1) | (1) | Class A Common Stock | 46,054 | $0.00 | 0 | I | See Footnote(2) | |||
Series A-2 Preferred Stock | (1) | 07/02/2021 | C | 59,633 | (1) | (1) | Class A Common Stock | 59,633 | $0.00 | 0 | I | See Footnote(2) | |||
Series B Preferred Stock | (1) | 07/02/2021 | C | 20,470 | (1) | (1) | Class A Common Stock | 20,470 | $0.00 | 0 | I | See Footnote(2) | |||
Series B Preferred Stock | (1) | 07/02/2021 | C | 534,328 | (1) | (1) | Class A Common Stock | 534,328 | $0.00 | 0 | I | See Footnote(3) | |||
Series C Preferred Stock | (1) | 07/02/2021 | C | 2,273,795 | (1) | (1) | Class A Common Stock | 2,273,795 | $0.00 | 0 | I | See Footnote(2) | |||
Series D Preferred Stock | (1) | 07/02/2021 | C | 803,748 | (1) | (1) | Class A Common Stock | 803,748 | $0.00 | 0 | I | See Footnote(2) | |||
Series E Preferred Stock | (1) | 07/02/2021 | C | 119,399 | (1) | (1) | Class A Common Stock | 119,399 | $0.00 | 0 | I | See Footnote(2) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
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 converted into shares of Class A Common Stock immediately prior to the closing of the Issuer's initial public offering (the "IPO") for no additional consideration, on a one-for-one basis, and had no expiration date. |
2. Shares are held by Foundry Group Next 2018, L.P. ("2018 LP"). FG Next GP 2018, LLC ("2018 LLC") is the generalpartner of 2018 LP and may be deemed to beneficially own the shares held by 2018 LP. Brad Feld, Ryan McIntyre and Seth Levine are managing members of 2018 LLC, and may be deemed to share voting and investment power over theshares held by 2018 LP. Each of 2018 LLC, and Messrs. Feld, McIntyre and Levine disclaims beneficial ownership inthese shares except to the extent of his or its respective pecuniary interest therein. |
3. Shares are held by Foundry Venture Capital 2016, L.P. ("2016 LP"). Foundry Venture 2016, LLC ("2016 LLC") is the general partner of 2016 LP and may be deemed to beneficially own the shares held by 2016 LP. Brad Feld, Ryan McIntyre and Seth Levine are managing members of 2016 LLC, and may be deemed to share voting and investment power over the shares held by 2016 LP. Each of 2016 LLC, and Messrs. Feld, McIntyre and Levine disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. |
Remarks: |
Foundry Group Next 2018, L.P., By: FGNext GP 2018, LLC, its General Partner,By /s/ Bradley A. Feld, Managing Member | 07/07/2021 | |
FG Next GP 2018, LLC, its GeneralPartner, By /s/ Bradley A. Feld, ManagingMember | 07/07/2021 | |
/s/ Bradley A. Feld | 07/07/2021 | |
/s/ Seth A. Levine | 07/07/2021 | |
/s/ Ryan A. MacIntyre | 07/07/2021 | |
** 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 4 (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. |