| 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)
| 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 | ||||||||||||||||||||||||||
| 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 | 11/12/2021 | D | 35,000 | D | (1) | 5,000 | D | |||
| Common Stock, par value $0.01 | 11/12/2021 | D | 5,000 | D | (2) | 0 | D | |||
| Common Stock, par value $0.01 | 11/12/2021 | D | 4,175,493 | D | (1) | 0 | I | See footnote(3) | ||
| 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. 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. |
| 2. 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. |
| 3. Mr. Rockwell is the beneficiary of the S. Kent Rockwell Revocable Trust, which is the indirect, sole stockholder of Rockwell Forest Products, Inc., which was the record holder of the listed shares. |
| Remarks: |
| /s/ S. Kent Rockwell | 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. | ||
