SEC Form 4: Irvin John gifted 144,450 shares, received a gift of 143,450 shares and returned 147,450 shares to the company, closing all direct ownership in the company
$XONE
Industrial Machinery/Components
Capital Goods
| 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
ExOne Co [ XONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/12/2021 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock, par value $0.01 | 03/04/2021 | G(1) | V | 128,450 | D | $0.00 | 0 | I(1) | By 2020 Holdings | |
| Common Stock, par value $0.01 | 04/22/2021 | G(2) | V | 15,000 | D | $0.00 | 5,000 | D | ||
| Common Stock, par value $0.01 | 03/04/2021 | G(1) | V | 128,450 | A | $0.00 | 128,450 | I | By wife(3) | |
| Common Stock, par value $0.01 | 04/22/2021 | G(2) | V | 15,000 | A | $0.00 | 143,450 | I | By wife(2) | |
| Common Stock, par value $0.01 | 09/17/2021 | G(4) | V | 1,000 | D | $0.00 | 142,450 | I | By wife | |
| Common Stock, par value $0.01 | 11/12/2021 | D | 142,450 | D | (5) | 0 | I | By wife | ||
| Common Stock, par value $0.01 | 11/12/2021 | D | 5,000 | D | (6) | 0 | D | |||
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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. 20 20 Holdings was a limited liability company beneficially owned by Mr. Irvin's wife and Mr. Irvin, and of which Mr. Irvin was the sole manager and had sole power to vote and dispose of the 128,450 shares. 20 20 Holdings, LLC, the owner of the 128,450 shares, was dissolved and the 128,450 shares were gifted to Mr. Irvin's wife. |
| 2. Represents a gift of shares by Mr. Irvin to Mr. Irvin's wife. Mr. Irvin's wife is the owner of the 15,000 shares. Mr. Irvin disclaims beneficial ownership of these shares, and this report shall not be deemed to be an admission that Mr. Irvin is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| 3. Mr. Irvin's wife is the owner of the 128,450 shares. Mr. Irvin disclaims beneficial ownership of these shares, and this report shall not be deemed to be an admission that Mr. Irvin is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| 4. Represents a gift of shares by Mr. Irvin's wife to three separate charities. |
| 5. On November 12, 2021, Desktop Metal, Inc., a Delaware corporation ("Desktop Metal"), acquired The ExOne Company, a Delaware corporation ("ExOne") pursuant to that certain Agreement and Plan of Merger, dated August 11, 2021, by and among ExOne, Desktop Metal, Texas Merger Sub I, Inc., a wholly owned subsidiary of Desktop Metal, and Texas Merger Sub II, LLC, a wholly owned subsidiary of Desktop Metal (the "Merger Agreement"). The acquisition is more fully described in ExOne's definitive proxy statement filed with the Securities and Exchange Commission on October 8, 2021. In accordance with the terms of the Merger Agreement, each share of ExOne's common stock was exchanged for 2.1416 shares (the "Exchange Ratio") of Desktop Metal Class A common stock ("DM Common Stock") plus $8.50 in cash (together, the "Merger Consideration"). Each transaction reported in this Form 4 is an exempt transaction. |
| 6. Each award of restricted shares of ExOne common stock not subject to the ExOne Change of Control Severance Plan ("ExOne RSAs") vested and were cancelled and the holder of such ExOne RSA received the Merger Consideration. |
| Remarks: |
| /s/ John Irvin | 11/15/2021 | |
| ** 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). | ||
| 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. | ||