Amendment: SEC Form SCHEDULE 13D/A filed by Desktop Metal Inc.
$DM
Industrial Machinery/Components
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
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Desktop Metal, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
25058X303 (CUSIP Number) |
Bradford Nelson 191 University Blvd, Suite 246, Denver, CO, 80206 239-970-4085 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 25058X303 |
| 1 |
Name of reporting person
Farhad Fred Ebrahimi | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,079,196.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.23 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 25058X303 |
| 1 |
Name of reporting person
Mary Wilkie Ebrahimi | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,079,196.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.23 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Desktop Metal, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
63 3rd Avenue, Burlington,
MASSACHUSETTS
, 01803. |
| Item 2. | Identity and Background |
| (a) | This statement is being filed by Farhad Fred Ebrahimi and Mary Wilkie Ebrahimi (the "Reporting Persons"). |
| (b) | 191 University Blvd, Suite 246, Denver, Colorado 80206 |
| (c) | Farhad Fred Ebrahimi is a private investor, and Mary Wilkie Ebrahimi is not employed. |
| (d) | Neither of the Reporting Persons has, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Neither of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding become (or remain) subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law, or finding any violation with respect to such laws. |
| (f) | United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Persons paid $5,574,872 from personal funds to acquire the Common Stock. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired shares of Common Stock in accordance with the Terms of certain PUT options that required the Reporting Persons to purchase the shares upon the occurrence of certain conditions that were not within the Reporting Persons' control.
The Reporting Persons may make additional purchases of Common Stock or other securities of the Issuer, either in the open market or in private transactions, depending on their evaluation of the Issuer's business, prospects and financial condition, the market for the Common Stock or other securities, other opportunities available to them, general economic conditions, money and stock market conditions, and other future developments. Depending on these same factors, the Reporting Persons may decide to sell all or part of their investment in the Issuer's Common Stock.
Except as set forth in this document, none of the Reporting Persons has any present plans which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the Issuer.
(f) Any other material change in the Issuer's business or corporate structure.
(g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association.
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
The Reporting Persons reserve the right, subject to applicable law, to review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in (a) through (j) above, or formulate and implement plans or proposals with respect to any of the foregoing. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Farhad Fred Ebrahimi and Mary Wilkie Ebrahimi jointly hold 7,079,196 shares of the Issuer's Common Stock. Based on the number of shares reported as outstanding in the Issuer's 10-Q, filed with the Securities Exchange Commission on October 29, 2024, this represents 21.23% of the outstanding Common Stock of the Issuer. |
| (b) | Number of shares as to which Farhad Fred Ebrahimi and Mary Wilkie Ebrahimi have:
(i) sole power to vote or to direct the vote: 0 shares
(ii) shared power to vote or to direct the vote: 7,079,196
(iii) sole power to dispose or to direct the disposition of: 0 shares
(iv) shared power to vote or to direct the vote: 7,079,196 shares |
| (c) | The following transactions have been effected by the Reporting Persons in the last 60 days or since their last 13D:
Date of Transaction Type of Transaction Quantity Price per share (in US dollars)
11/18/2024 Purchase of Common Stock 10 7.50
11/19/2024 Purchase of Common Stock 19,160 7.50
11/22/2024 Purchase of Common Stock 2,500 7.50
12/05/2024 Purchase of Common Stock 3,430 7.00
12/18/2024 Purchase of Common Stock 400 12.50
12/23/2024 Purchase of Common Stock 640 3.50
12/23/2024 Purchase of Common Stock 10,580 7.12 (A)
12/26/2024 Purchase of Common Stock 1,400 8.37
12/27/2024 Purchase of Common Stock 780 7.00
01/06/2025 Purchase of Common Stock 29,870 7.50
01/15/2025 Purchase of Common Stock 13,420 9.00
01/15/2025 Purchase of Common Stock 6,730 13.00
01/17/2025 Purchase of Common Stock 83,350 7.50
01/17/2025 Purchase of Common Stock 120,040 11.83 (B)
01/17/2025 Purchase of Common Stock 13,330 13.00
01/17/2025 Purchase of Common Stock 131,290 17.04
01/17/2025 Purchase of Common Stock 10,930 18.06 (C)
01/17/2025 Purchase of Common Stock 10,400 19.50
Note 1: Price per share is reported except as noted below where multiple purchases were conducted on the same day within a one dollar price range, in which case the weighted average purchase price is reported. The Reporting Persons undertake to provide upon request by the staff full information regarding the number of shares purchased at each separate price.
(A) - Price range $7.00 - $7.50
(B) - Price range $11.50 - $12.50
(C) - Price range $18.00 - $18.50
All of these transactions were effected by the Reporting Persons through Fidelity Investments' online brokerage. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of the shares beneficially owned by any of the Reporting Persons. |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The following PUT options are outstanding that may be exercised by the purchasers. The obligations to buy are subject to conditions which have not occurred and are beyond the Reporting Persons' control.
Expiration Date Type of Transaction Quantity Strike Price
1/16/2026 Obligation to buy 89,360 $ 5.00
1/16/2026 Obligation to buy 51,670 $15.00 | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A - Power of Attorney https://www.sec.gov/Archives/edgar/data/1071351/000119312523156298/d513734dex99a.htm
Exhibit B - Power of Attorney https://www.sec.gov/Archives/edgar/data/1071351/000119312523156298/d513734dex99b.htm
Exhibit C - Agreement regarding filing of joint Schedule 13D. https://www.sec.gov/Archives/edgar/data/1071351/000119312523156298/d513734dex99c.htm |
| SIGNATURE | |
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.
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Comments accompanying signature:
*This Schedule 13D was executed by Brad Nelson pursuant to a Power of Attorney referenced in Exhibit A.
**This Schedule 13D was executed by Brad Nelson pursuant to a Power of Attorney referenced in Exhibit B |