SEC Form 3: NBVM GP, LLC claimed ownership of 29,126,742 units of Common Stock
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Business Services
Finance
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/14/2021 |
3. Issuer Name and Ticker or Trading Symbol
Markforged Holding Corp [ MKFG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 29,126,742 | I | By North Bridge Venture Partners 7, L.P.(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Earnout Shares | (2)(3) | 07/14/2026 | Common Stock | 2,633,246 | 0.00 | I | By North Bridge Venture Partners 7, L.P.(1) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reportable securities are owned directly by North Bridge Venture Partners 7, L.P. ("NBVP 7 LP"). North Bridge Venture Management 7, L.P. ("NBVM 7") is the sole general partner of NBVP 7 L.P. NBVM GP, LLC ("NBVM GP") is the sole general partner of NBVM 7. Each of Edward T. Anderson, a member of the Issuer's board of directors post-closing of the Business Combination (as defined in footnote 2 below), and Richard A. D'Amore are the managers of NVBM GP (collectively, the "Managers"). Each of NBVM 7, NBVM GP and the Managers may be deemed to have shared voting and dispositive power over the shares held by NBVP 7 LP. Each of NBVM 7, NBVM GP and the Managers disclaims beneficial ownership of such shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such shares for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein, if any. |
| 2. On July 14, 2021 (the "Closing Date") one, the Issuer's predecessor, consummated the business combination (the "Business Combination") pursuant to the terms of the merger agreement dated as of February 23, 2021 by and among one, Caspian Merger Sub Inc., a Delaware corporation and MarkForged, Inc., a Delaware corporation. |
| 3. Immediately prior to the effective time of the Business Combination on the Closing Date, NBVP 7 LP received the right to acquire 2,633,246 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 1,436,316 of which will be released from escrow if the volume-weighted average price ("VWAP") of the Issuer for any 20 trading days in a consecutive 30-trading day period following the Closing Date is at least $12.50; and (ii) 1,196,930 of which will be released from escrow if the VWAP for any 20 trading days in a consecutive 30-day trading period following the Closing Date is at least $15.00. Upon a change of control or liquidation of the Issuer all such previously unearned shares will be issued. Any shares not eligible to be released within five years of the Closing Date will be forfeited and canceled. |
| North Bridge Venture Partners 7, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management 7, L.P., general partner of North Bridge Venture Partners 7, L.P. | 07/14/2021 | |
| North Bridge Venture Management 7, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management V, L.P. | 07/14/2021 | |
| NBVM GP LLC, /s/ Edward T. Anderson, Manager of NBVM GP | 07/14/2021 | |
| /s/ Richard A. D'Amore | 07/14/2021 | |
| ** 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 5 (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. | ||