SEC Form SC 13G/A filed by Xometry Inc. (Amendment)

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.

 Names of Reporting Person

 Randolph Altschuler

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☐

 SEC USE ONLY

 Citizenship or Place of Organization

 United States

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 2,000,051 shares⁽¹⁾

 Shared Voting Power

 2,165,699 shares⁽²⁾

 Sole Dispositive Power

 2,000,051 shares⁽¹⁾

 Shared Dispositive Power

 1,106,518 shares⁽³⁾

 Aggregate Amount Beneficially Owned by Each Reporting Person

 4,165,750 shares⁽⁴⁾

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 9.2%⁽⁵⁾

 Type of Reporting Person (see instructions)

 IN

Consists of (i) 81,245 shares of Class A Common Stock held by Mr. Altschuler; (ii) 1,475,311 shares of Class B Common Stock held by Mr. Altschuler, which shares are convertible at any time into Class A Common Stock on a one-to-one basis; (iii) 435,596 shares of Class A Common Stock underlying outstanding options held by Mr. Altschuler that are exercisable within 60 days of December 31, 2023; and (iv) 7,899 shares of Class A Common Stock underlying outstanding restricted stock units (“RSUs”) held by Mr. Altschuler that are issuable upon the vesting of such RSUs within 60 days of December 31, 2023.

Consists of (i) 85,582 shares of Class A Common Stock held by the 2021 Tigers Trust; (ii) 324,533 shares of Class A Common Stock held by the Matthew Sladkin Altschuler 2012 Trust; (iii) 324,533 shares of Class A Common Stock held by the Noah Sladkin Altschuler 2012 Trust; (iv) 324,533 shares of Class A Common Stock held by the Sasha Sladkin Altschuler 2012 Trust; (v) 475,248 shares of Class A Common Stock held by The Altschuler Family Trust (2020); and (vi) 631,270 shares of Class A Common Stock held by Mr. Altschuler’s spouse.

Consists of (i) 475,248 shares of Class A Common Stock held by The Altschuler Family Trust (2020); and (ii) 631,270 shares of Class A Common Stock held by Mr. Altschuler’s spouse.

Consists of (i) 81,245 shares of Class A Common Stock of the Issuer held by Mr. Altschuler, (ii) 85,582 shares of Class A Common Stock held by the 2021 Tigers Trust; (iii) 324,533 shares of Class A Common Stock held by the Matthew Sladkin Altschuler 2012 Trust; (iv) 324,533 shares of Class A Common Stock held by the Noah Sladkin Altschuler 2012 Trust; (v) 324,533 shares of Class A Common Stock held by the Sasha Sladkin Altschuler 2012 Trust; (vi) 475,248 shares of Class A Common Stock held by The Altschuler Family Trust (2020); (vii) 631,270 shares of Class A Common Stock held by Mr. Altschuler’s spouse; (viii) 1,475,311 shares of Class B Common Stock of the Issuer held by Mr. Altschuler, which shares are convertible at any time into Class A Common Stock on a one-to-one basis; (ix) 435,596 shares of Class A Common Stock underlying outstanding options held by Mr. Altschuler that are exercisable within 60 days of December 31, 2023; and (x) 7,899 shares of Class A Common Stock underlying outstanding RSUs held by Mr. Altschuler that are issuable upon the vesting of such RSUs within 60 days of December 31, 2023.

This percentage is calculated based on 45,394,804 shares of Class A Common Stock outstanding as of November 1, 2023, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2023, filed with the United States Securities and Exchange Commission on November 9, 2023 (the “Form 10-Q”).

Name of Issuer: Xometry, Inc.

Address of Issuer’s Principal Executive Offices: 6116 Executive Blvd., Suite 800, North Bethesda, MD 20852

Name of Person Filing:

Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is:

Citizenship:

Title of Class of Securities: Class A Common Stock

CUSIP Number: 98423F109

Not applicable.

Ownership

Amount Beneficially Owned: See Row 9 of cover page for the Reporting Person.

Percent of Class: See Row 11 of cover page for the Reporting Person.

Number of shares as to which the person has:

Sole power to vote or to direct the vote: See Row 5 of cover page for the Reporting Person.

Shared power to vote or to direct the vote: See Row 6 of cover page for the Reporting Person.

Sole power to dispose or to direct the disposition of: See Row 7 of cover page for the Reporting Person.

Shared power to dispose or to direct the disposition of: See Row 8 of cover page for the Reporting Person.

Ownership of 5 Percent or Less of a Class

Ownership of More than 5 Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group

Notice of Dissolution of a Group

Certification