SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. __)*
(Name of Issuer)
Class A Common Stock, $0.000001 par value per share
(Title of Class of Securities)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|CUSIP No. 98423F109|
Names of Reporting Person
Check the Appropriate Box if a Member of a Group (see instructions)
(a) ☐ (b) ☐
SEC USE ONLY
Citizenship or Place of Organization
Sole Voting Power
Shared Voting Power
Sole Dispositive Power
Shared Dispositive Power
Aggregate Amount Beneficially Owned by Each Reporting Person
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
Percent of Class Represented by Amount in Row 9
Type of Reporting Person (see instructions)
Includes (i) 955,407 shares of Class A Common Stock held directly by Mr. Zuriff; (ii) 1,200,843 shares of Class B Common Stock of the Issuer that are held by Mr. Zuriff, which shares are convertible at any time into Class A Common Stock on a one-to-one basis, and (iii)110,993 shares of Class A Common Stock underlying outstanding options held by Mr. Zuriff that are vested or will vest prior to March 1, 2022.
Includes (i) 300,000 shares of Class A Common Stock held by the Jason Eric Zuriff Trust; (ii) 300,000 shares of Class A Common Stock held by the Sophie Anna Zuriff Trust; (iii) 300,000 shares of Class A common stock held by the Zuriff Family 2020 Trust; and (iv) 201,176 shares of Class A common stock held by ZFI Capital, LP.
Includes 201,176 shares of Class A common stock held by ZFI Capital, LP, over which Mr. Zuriff may be deemed to exercise voting and dispositive control.
This percentage is calculated based on 41,744,740 shares of Class A Common Stock outstanding as of November 2, 2021, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2021, filed with the United States Securities and Exchange Commission on November 10, 2021 (the Form 10-Q).
|Item 1(a).|| |
Name of Issuer: Xometry, Inc.
|Item 1(b).|| |
Address of Issuers Principal Executive Offices: 7529 Standish Place, Suite 200, Derwood, MD 20855
|Item 2(a).|| |
Name of Person Filing:
|Item 2(b).|| |
Address of Principal Business Office or, if none, Residence:
c/o Xometry, Inc.
7529 Standish Place, Suite 200
Derwood, MD 20855
|Item 2(c).|| |
|Item 2(d).|| |
Title of Class of Securities: Class A Common Stock
|Item 2(e).|| |
CUSIP Number: 98423F109
|Item 3.|| |
|Item 4.|| |
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
Amount Beneficially Owned: See Row 9 of cover page for the Reporting Person.
Percent of Class: See Row 11 of cover page for the Reporting Person.
Number of shares as to which the person has:
Sole power to vote or to direct the vote: See Row 5 of cover page for the Reporting Person.
Shared power to vote or to direct the vote: See Row 6 of cover page for the Reporting Person.
Sole power to dispose or to direct the disposition of: See Row 7 of cover page for the Reporting Person.
Shared power to dispose or to direct the disposition of: See Row 8 of cover page for the Reporting Person.
|Item 5.|| |
Ownership of 5 Percent or Less of a Class
|Item 6.|| |
Ownership of More than 5 Percent on Behalf of Another Person
|Item 7.|| |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|Item 8.|| |
Identification and Classification of Members of the Group
|Item 9.|| |
Notice of Dissolution of a Group
|Item 10.|| |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.