SEC Form SC 13G/A filed by Markforged Holding Corporation (Amendment)

2/14/23 5:17:42 PM ET

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SC 13G/A 1 tm236550d2_sc13ga.htm SC 13G/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Markforged Holding Corporation

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

57064N102

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's 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. 57064N102

	1.	Names of Reporting Persons Trinity TVL XI, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 7,318,367 shares (2)

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 7,318,367 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,318,367 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 3.8% (3)

	12.	Type of Reporting Person (See Instructions) OO

(1)

This Statement on Schedule 13G is filed by Trinity TVL XI, LLC (“Trinity TVL XI”), Trinity Ventures XI, L.P. (“Trinity XI”), Trinity XI Entrepreneurs’ Fund, L.P. (“TEF XI”), Trinity XI Side-By-Side Fund, L.P. (“Trinity SBS XI”), TVL Management Corp. (“TVL Management”), Ajay Chopra (“Chopra”), Noel J. Fenton (“Fenton”), and Patricia E. Nakache (“Nakache,” and collectively with Trinity TVL XI, Trinity XI, TEF XI, Trinity SBS XI, TVL Management, Chopra, and Fenton, referred to herein as the “Reporting Persons”). Trinity TVL XI serves as the sole General Partner of Trinity XI, TEF XI and Trinity SBS XI. As such, Trinity TVL XI possesses power to direct the voting and disposition of the shares owned by Trinity XI, TEF XI and Trinity SBS XI and may be deemed to have indirect beneficial ownership of the shares held by Trinity XI, TEF XI and Trinity SBS XI. TVL Management, Chopra, Fenton and Nakache are Management Members of Trinity TVL XI. As such, TVL Management, Chopra, Fenton, and Nakache share power to direct the voting and disposition of the shares owned by Trinity XI, TEF XI and Trinity SBS XI and may be deemed to have indirect beneficial ownership of the shares held by Trinity XI, TEF XI and Trinity SBS XI. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

The 7,318,367 shares of Common Stock beneficially owned by the Reporting Person represents (i) 7,146,531 shares of Common Stock held directly by Trinity XI, (ii) 114,753 shares of Common Stock held directly by TEF XI and (iii) 57,083 shares of Common Stock held directly by Trinity SBS XI.

(3)

This percentage is based on 194,136,883 shares of Common Stock reported to be outstanding as of November 8, 2022 in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 9, 2022.

CUSIP No. 57064N102

	1.	Names of Reporting Persons Trinity Ventures XI, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 7,146,531 shares (2)

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 7,146,531 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,146,531 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 3.7% (3)

	12.	Type of Reporting Person (See Instructions) PN

(1)

This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Consists of 7,146,531 shares of Common Stock held directly by Trinity XI.

(3)

CUSIP No. 57064N102

	1.	Names of Reporting Persons Trinity XI Entrepreneurs’ Fund, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 114,753 shares (2)

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 114,753 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 114,753 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.1% (3)

	12.	Type of Reporting Person (See Instructions) PN

(1)

This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Consists of 114,753 shares of Common Stock held directly by TEF XI.

(3)

CUSIP No. 57064N102

	1.	Names of Reporting Persons Trinity XI Side-By-Side Fund, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 57,083 shares (2)

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 57,083 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 57,083 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0% (3)

	12.	Type of Reporting Person (See Instructions) PN

(1)

This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Consists of 57,083 shares of Common Stock held directly by Trinity SBS XI.

(3)

CUSIP No. 57064N102

	1.	Names of Reporting Persons TVL Management Corp.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 7,318,367 shares (2)

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 7,318,367 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,318,367 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 3.8% (3)

	12.	Type of Reporting Person (See Instructions) CO

(1)

This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)

CUSIP No. 57064N102

	1.	Names of Reporting Persons Ajay Chopra

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 7,318,367 shares (2)

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 7,318,367 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,318,367 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 3.8% (3)

	12.	Type of Reporting Person (See Instructions) IN

(1)

This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)

CUSIP No. 57064N102

	1.	Names of Reporting Persons Noel J. Fenton

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 7,318,367 shares (2)

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 7,318,367 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,318,367 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 3.8% (3)

	12.	Type of Reporting Person (See Instructions) IN

(1)

This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)

CUSIP No. 57064N102

	1.	Names of Reporting Persons Patricia E. Nakache

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		x (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 7,318,367 shares (2)

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 7,318,367 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,318,367 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 3.8% (3)

	12.	Type of Reporting Person (See Instructions) IN

(1)

This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)

Item 1.
	(a)	Name of Issuer Markforged Holding Corporation
	(b)	Address of Issuer’s Principal Executive Offices 480 Pleasant Street Watertown, MA 02471

Item 2.
	(a)	Name of Person Filing 1. Trinity TVL XI, LLC (“Trinity TVL XI”) 2. Trinity Ventures XI, L.P. (“Trinity XI”) 3. Trinity XI Entrepreneurs’ Fund, L.P. (“TEF XI”) 4. Trinity XI Side-By-Side Fund, L.P. (“Trinity SBS XI”) 5. TVL Management Corp. (“TVL Management”) 6. Ajay Chopra (“Chopra”) 7. Noel J. Fenton (“Fenton”) 8. Patricia E. Nakache (“Nakache”)
	(b)	Address of Principal Business Office or, if none, Residence c/o Trinity Ventures 325 Sharon Park Dr., #458 Menlo Park, CA 94025
	(c)	Citizenship Trinity TVL XI               Delaware Trinity XI                        Delaware TEF XI                             Delaware Trinity SBS XI               Delaware TVL Management         Delaware Chopra                            United States of America Fenton                            United States of America Nakache                          United States of America
	(d)	Title of Class of Securities Common Stock
	(e)	CUSIP Number 57064N102

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	Not applicable

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Reporting Persons	Shares Held Directly (1)		Sole Voting Power		Shared Voting Power (2)		Sole Dispositive Power		Shared Dispositive Power (2)		Beneficial Ownership (2)		Percentage of Class (3)
Trinity XI		7,146,531		0		7,146,531		0		7,146,531		7,146,531		3.7	%
TEF XI		57,083		0		57,083		0		57,083		57,083		0.1	%
Trinity SBS XI		114,753		0		114,753		0		114,753		114,753		0.0	%
Trinity TVL XI (2)		0		0		7,318,367		0		7,318,367		7,318,367		3.8	%
TVL Management (2)		0		0		7,318,367		0		7,318,367		7,318,367		3.8	%
Chopra (2)		0		0		7,318,367		0		7,318,367		7,318,367		3.8	%
Fenton (2)		0		0		7,318,367		0		7,318,367		7,318,367		3.8	%
Nakache (2)		0		0		7,318,367		0		7,318,367		7,318,367		3.8	%

(1) Represents shares of Common Stock of the Issuer held directly by the Reporting Person.

(2) The shares are held directly by Trinity XI, TEF XI and Trinity SBS XI. Trinity TVL XI serves as the sole General Partner of Trinity XI, TEF XI and Trinity SBS XI. As such, Trinity TVL XI possesses power to direct the voting and disposition of the shares owned by Trinity XI, TEF XI and Trinity SBS XI and may be deemed to have indirect beneficial ownership of the shares held by Trinity XI, TEF XI and Trinity SBS XI. TVL Management, Chopra, Fenton, and Nakache are Management Members of Trinity TVL XI. As such, TVL Management, Chopra, Fenton, and Nakache share power to direct the voting and disposition of the shares owned by Trinity XI, TEF XI and Trinity SBS XI and may be deemed to have indirect beneficial ownership of the shares held by Trinity XI, TEF XI and Trinity SBS XI.

(3) This percentage is based on 194,136,883 shares of Common Stock reported to be outstanding as of November 8, 2022 in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 9, 2022.

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable

Item 8.	Identification and Classification of Members of the Group
Not applicable

Item 9.	Notice of Dissolution of Group
Not applicable

Item 10.	Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

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.

Dated: February 14, 2023

Trinity Ventures XI, L.P.

By:	Trinity TVL XI, LLC
its	General Partner

By:	/s/ Lyle McCulloch
	Name: Lyle McCulloch
	Title: SVP - Finance

Trinity XI Entrepreneurs’ Fund, L.P.

By:	Trinity TVL XI, LLC
its	General Partner

By:	/s/ Lyle McCulloch
	Name: Lyle McCulloch
	Title: SVP - Finance

Trinity XI Side-By-Side Fund, L.P.

By:	Trinity TVL XI, LLC
its	General Partner

By:	/s/ Lyle McCulloch
	Name: Lyle McCulloch
	Title: SVP - Finance

Trinity TVL XI, LLC

By:	/s/ Lyle McCulloch
	Name: Lyle McCulloch
	Title: SVP - Finance

TVL Management Corp.

By:	/s/ Lyle McCulloch
	Name: Lyle McCulloch
	Title: SVP - Finance

/s/ Ajay Chopra
Ajay Chopra

/s/ Noel J. Fenton
Noel J. Fenton

/s/ Patricia E. Nakache
Patricia E. Nakache

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

Exhibit(s):

A - Joint Filing Statement

EXHIBIT A

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Markforged Holding Corporation is filed on behalf of each of us.

Dated: February 14, 2023

Trinity Ventures XI, L.P.

By:	Trinity TVL XI, LLC
its	General Partner

By:	/s/ Lyle McCulloch
	Name: Lyle McCulloch
	Title: SVP - Finance

Trinity XI Entrepreneurs’ Fund, L.P.

By:	Trinity TVL XI, LLC
its	General Partner

By:	/s/ Lyle McCulloch
	Name: Lyle McCulloch
	Title: SVP - Finance

Trinity XI Side-By-Side Fund, L.P.

By:	Trinity TVL XI, LLC
its	General Partner

By:	/s/ Lyle McCulloch
	Name: Lyle McCulloch
	Title: SVP - Finance

Trinity TVL XI, LLC

By:	/s/ Lyle McCulloch
	Name: Lyle McCulloch
	Title: SVP - Finance

TVL Management Corp.

By:	/s/ Lyle McCulloch
	Name: Lyle McCulloch
	Title: SVP - Finance

/s/ Ajay Chopra
Ajay Chopra

/s/ Noel J. Fenton
Noel J. Fenton

/s/ Patricia E. Nakache
Patricia E. Nakache

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Date	Price Target	Rating	Analyst
10/25/2023	$2.50 → $1.00	Buy → Hold	Craig Hallum
10/24/2023		Outperform → Mkt Perform	William Blair
8/17/2022	$2.70	Neutral	Credit Suisse
12/21/2021	$6.50	Buy	Goldman Sachs
12/14/2021	$10.00	Buy	Craig Hallum
8/9/2021		Outperform	William Blair
8/9/2021	$13.50	Buy	Stifel
8/5/2021	$12.00	Neutral	Citigroup

SEC Form SC 13G/A filed by Markforged Holding Corporation (Amendment)

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