SEC Filing | Xometry, Inc.

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SEC FORM 4 SEC Form 4

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

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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^*

Driscoll Craig

(Last)

(First)

(Middle)

7529 STANDISH PLACE

SUITE 200

(Street)

DERWOOD

20855

(City)

(State)

(Zip)

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

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

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

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)

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/02/2021		C		481,428	A	$0.00⁽¹⁾	481,428	I	See Footnote⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series Seed-1 Preferred Stock	⁽¹⁾	07/02/2021		C			129,859	⁽¹⁾	⁽¹⁾	Class A Common Stock	129,859	$0.00⁽¹⁾	0	I	See Footnote⁽²⁾
Series Seed-2 Preferred Stock	⁽¹⁾	07/02/2021		C			57,132	⁽¹⁾	⁽¹⁾	Class A Common Stock	57,132	$0.00⁽¹⁾	0	I	See Footnote⁽²⁾
Series A-2 Preferred Stock	⁽¹⁾	07/02/2021		C			73,997	⁽¹⁾	⁽¹⁾	Class A Common Stock	73,997	$0.00⁽¹⁾	0	I	See Footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	07/02/2021		C			25,400	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,400	$0.00⁽¹⁾	0	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	07/02/2021		C			26,397	⁽¹⁾	⁽¹⁾	Class A Common Stock	26,397	$0.00⁽¹⁾	0	I	See Footnote⁽²⁾
Series D Preferred Stock	⁽¹⁾	07/02/2021		C			20,486	⁽¹⁾	⁽¹⁾	Class A Common Stock	20,486	$0.00⁽¹⁾	0	I	See Footnote⁽²⁾
Series E Preferred Stock	⁽¹⁾	07/02/2021		C			148,157	⁽¹⁾	⁽¹⁾	Class A Common Stock	148,157	$0.00⁽¹⁾	0	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 automatically converted, without payment of additional consideration, into Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

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:

	/s/ Dorothy Vinsky, Attorney-in-Fact	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.
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