SEC Form SC 13G/A filed by Markforged Holding Corporation (Amendment)
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, 2023
(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)
☐ 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 disclosures provided in a prior cover page. |
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).
| 1. |
Names of Reporting Persons
Summit Partners Growth Equity Fund IX-A, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 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
8,886,205 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
8,886,205 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,886,205 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
4.48%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Calculated based on 198,415,076 shares of common stock, $0.0001 par value per share (“Common Stock”) outstanding as of November 13, 2023, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023. |
| 1. |
Names of Reporting Persons
Summit Partners Growth Equity Fund IX-B, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 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
5,548,423 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
5,548,423 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,548,423 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
2.80%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Calculated based on 198,415,076 shares of Common Stock outstanding as of November 13, 2023, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023. |
| 1. |
Names of Reporting Persons
Summit Investors GE IX/VC IV, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 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
82,285 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
82,285 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
82,285 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
*(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on 198,415,076 shares of Common Stock outstanding as of November 13, 2023, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023. |
| 1. |
Names of Reporting Persons
Summit Investors GE IX/VC IV (UK), L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
10,415 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
10,415 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,415 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
*(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on 198,415,076 shares of Common Stock outstanding as of November 13, 2023, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023. |
| 1. |
Names of Reporting Persons
Summit Partners, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 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
14,595,201 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
14,595,201 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
14,595,201 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
7.36%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Calculated based on 198,415,076 shares of Common Stock outstanding as of November 13, 2023, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023. |
| Item 1(a). | Name of Issuer |
Markforged Holding Corporation (the “Issuer”)
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
60 Tower Road
Waltham, MA 02451
| Item 2(a). | Names of Persons Filing |
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
| (i) | Summit Partners Growth Equity Fund IX-A, L.P. |
| (ii) | Summit Partners Growth Equity Fund IX-B, L.P. |
| (iii) | Summit Investors GE IX/VC IV, LLC |
| (iv) | Summit Investors GE IX/VC IV (UK), L.P. |
| (v) | Summit Partners, L.P. |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence |
222 Berkeley Street, 18th Floor
Boston, MA 02116
| Item 2(c). | Citizenship |
See responses to Item 4 on each cover page.
| Item 2(d). | Title of Class of Securities |
Common Stock, $0.0001 par value per share (“Common Stock”).
| Item 2(e). | CUSIP Number |
57064N102
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n): |
Not Applicable
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
See responses to Item 9 on each cover page.
| (b) | Percent of Class: |
See responses to Item 11 on each cover page.
| (c) | Number of shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: |
See responses to Item 5 on each cover page.
| (ii) | Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page.
| (iv) | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page.
The reported securities are held by Summit Partners Growth Equity Fund IX-A, L.P. (8,886,205 shares), Summit Partners Growth Equity Fund IX-B, L.P. (5,548,423 shares), Summit Investors GE IX/VC IV, LLC (82,285 shares), Summit Investors GE IX/VC IV (UK), L.P. (10,415 shares), and Michael Medici for the benefit of Summit Partners, L.P. (67,873 shares). Summit Master Company, LLC is (i) the general partner of Summit Partners, L.P., which is the managing member of Summit Partners GE IX, LLC, which is the general partner of Summit Partners GE IX, L.P., which is the general partner of Summit Partners Growth Equity Fund IX-A, L.P. and Summit Partners Growth Equity Fund IX-B, L.P., and (ii) the managing member of Summit Investors Management, LLC, which is the general partner of Summit Investors GE IX/VC IV (UK), L.P. and the manager of Summit Investors GE IX/VC, LLC. Summit Master Company, LLC, as the general partner of Summit Partners, L.P. and as the managing member of Summit Investors Management, LLC, has delegated investment decisions, including voting and dispositive power of the shares held directly by Summit Partners Growth Equity Fund IX-A, L.P., Summit Partners Growth Equity Fund IX-B, L.P., Summit Investors GE IX/VC IV (UK), L.P., and Summit Investors GE IX/VC IV, LLC, to Summit Partners, L.P. and its three-person investment committee responsible for investment decisions with respect to the Company’s securities, currently composed of Peter Chung, Scott Collins and Len Ferrington, who act by a majority vote and may each be deemed to share voting, investment and dispositive power with respect to these securities but disclaim such beneficial ownership. The filing of this statement shall not be construed as an admission that the Reporting Persons or any of the foregoing are the beneficial owners of any of the securities covered by this statement.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| 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 |
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 |
Not Applicable.
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: January 31, 2024
| SUMMIT PARTNERS GROWTH EQUITY FUND IX-A, L.P. |
| By: Summit Partners GE IX, L.P. |
| Its: General Partner |
| By: Summit Partners GE IX, LLC |
| Its: General Partner |
| * |
| Authorized Signatory |
| SUMMIT PARTNERS GROWTH EQUITY FUND IX-B, L.P. |
| By: Summit Partners GE IX, L.P. |
| Its: General Partner |
| By: Summit Partners GE IX, LLC |
| Its: General Partner |
| * |
| Authorized Signatory |
| SUMMIT INVESTORS GE IX/VC IV, LLC |
| By: Summit Investors Management, LLC |
| Its: Manager |
| By: Summit Master Company, LLC |
| Its: Managing Member |
| * |
| Authorized Signatory |
| SUMMIT INVESTORS GE IX/VC IV (UK), L.P. |
| By: Summit Investors Management, LLC |
| Its: General Partner |
| By: Summit Master Company, LLC |
| Its: Managing Member |
| * |
| Authorized Signatory |
| SUMMIT PARTNERS, L.P. |
| By: Summit Master Company, LLC |
| Its: General Partner |
| * |
| Authorized Signatory |
| * By: | /s/ Adam H. Hennessey | |
| Adam H. Hennessey | ||
| Power of Attorney** |
| ** | Pursuant to Powers of Attorney incorporated by reference to Exhibit B. |
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated as of February 9, 2022, incorporated by reference to the Schedule 13G filed February 10, 2022. | |
| Exhibit B | Powers of Attorney, incorporated by reference to the Schedule 13G filed February 10, 2022. | |