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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Mayerhofer Kathy (Last) (First) (Middle) 7529 STANDISH PLACE SUITE 200 (Street) DERWOOD MD 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) Director 10% Owner X Officer (give title below) Other (specify below) Chief Sales Officer
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/02/2021		J(1)		76,249	D	(1)	0(1)	D
Class A Common Stock	07/02/2021		J(1)		76,249	A	(1)	76,249(1)	D

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
Stock Option (right to buy)	$1.26	07/02/2021		J			1,042	(2)	03/22/2027	Common Stock(1)	1,042	$0.00	0	D
Stock Option (right to buy)	$1.26	07/02/2021		J		1,042		(2)	03/22/2027	Class A Common Stock	1,042	$0.00	1,042	D
Stock Option (right to buy)	$1.65	07/02/2021		J			1,146	(3)	01/29/2028	Common Stock(1)	1,146	$0.00	0	D
Stock Option (right to buy)	$1.65	07/02/2021		J		1,146		(3)	01/29/2028	Class A Common Stock	1,146	$0.00	1,146	D
Stock Option (right to buy)	$1.68	07/02/2021		J			21,563	(4)	02/19/2029	Common Stock(1)	21,563	$0.00	0	D
Stock Option (right to buy)	$1.68	07/02/2021		J		21,563		(4)	02/19/2029	Class A Common Stock	21,563	$0.00	21,563	D
Stock Option (right to buy)	$3.65	07/02/2021		J			20,000	(5)	04/27/2030	Common Stock(1)	20,000	$0.00	0	D
Stock Option (right to buy)	$3.65	07/02/2021		J		20,000		(5)	04/27/2030	Class A Common Stock	20,000	$0.00	20,000	D
Stock Option (right to buy)	$12.32	07/02/2021		J			55,000	(6)	03/25/2031	Common Stock(1)	55,000	$0.00	0	D
Stock Option (right to buy)	$12.32	07/02/2021		J		55,000		(6)	03/25/2031	Class A Common Stock	55,000	$0.00	55,000	D

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class A Common Stock in an exempt transaction pursuant to Rule 16b-7.

2. Fully Vested.

3. 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.

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

5. One quarter (1/4) of the shares vested on January 1, 2021, and thereafter, the remainder of the shares vest in 36 equal monthly installments, subject to the Reporting Person's continuous service.

6. 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.

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).
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