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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Xometry, Inc. [ XMTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 06/01/2022 | J(1) | 120,784 | D | $0.00 | 360,644 | I | See Footnote(2) | ||
Class A Common Stock | 06/01/2022 | J(3) | 3,624 | A | $0.00 | 3,624 | I | See Footnote(4) | ||
Class A Common Stock | 06/01/2022 | J(5) | 3,624 | D | $0.00 | 0 | I | See Footnote(4) | ||
Class A Common Stock | 06/01/2022 | J(6) | 162 | A | $0.00 | 162 | D | |||
Class A Common Stock | 06/01/2022 | J(7) | 509 | A | $0.00 | 671 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Highland Leaders Fund I, L.P. ("HLF I") to its partners. |
2. These shares are held of record by HLF I. The general partner of HLF I is Highland Leaders Fund I GP, L.P. ("HLF I GP LP"), 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, and 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. |
3. Represents a change in the form of ownership of HLF I GP LP by virtue of the receipt of shares in the pro-rata in-kind distribution of Class A Common Stock of the Issuer for no consideration by HLF I. |
4. These shares are held by HLF I GP LP. The general partner of HLF I GP LP is 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 GP LP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein, and 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. |
5. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by HLF I GP LP to its partners. |
6. Represents a change in the form of ownership of the Reporting Person by virtue of receipt of shares as a result of a pro-rata in-kind distribution by HLF I GP LP. |
7. Represents a change in the form of ownership of the Reporting Person by virtue of receipt of shares as a result of a pro-rata in-kind distribution by Highland Management Partners 9 Limited Partnership ("HMP 9 LP"). The Reporting Person is a limited partner of HMP 9 LP but does not share voting, investment or dispositive power with respect to securities held by HMP 9 LP or the investment funds for which HMP 9 LP serves as general partner. |
Remarks: |
/s/ Craig Driscoll | 06/02/2022 | |
** 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. |