Damore Richard A Form 3 Markforged Holding / RICHARD A DAMORE ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

NBVM GP, LLC

(Last) (First) (Middle)

60 WILLIAM STREET, SUITE 350

(Street)

WELLESLEY MA 02481

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2021

3. Issuer Name and Ticker or Trading Symbol
Markforged Holding Corp [ MKFG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	29,126,742	I	By North Bridge Venture Partners 7, L.P.(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Earnout Shares	(2)(3)	07/14/2026	Common Stock	2,633,246	0.00	I	By North Bridge Venture Partners 7, L.P.(1)

1. Name and Address of Reporting Person^*

NBVM GP, LLC

(Last) (First) (Middle)

60 WILLIAM STREET, SUITE 350

(Street)

WELLESLEY MA 02481

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DAMORE RICHARD A

(Last) (First) (Middle)

60 WILLIAM STREET, SUITE 350

(Street)

WELLESLEY MA 02481

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

North Bridge Venture Partners 7, L.P.

(Last) (First) (Middle)

60 WILLIAM STREET, SUITE 350

(Street)

WELLESLEY MA 02481

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

North Bridge Venture Management 7, L.P.

(Last) (First) (Middle)

60 WILLIAM STREET, SUITE 350

(Street)

WELLESLEY MA 02481

(City) (State) (Zip)

Explanation of Responses:

1. The reportable securities are owned directly by North Bridge Venture Partners 7, L.P. ("NBVP 7 LP"). North Bridge Venture Management 7, L.P. ("NBVM 7") is the sole general partner of NBVP 7 L.P. NBVM GP, LLC ("NBVM GP") is the sole general partner of NBVM 7. Each of Edward T. Anderson, a member of the Issuer's board of directors post-closing of the Business Combination (as defined in footnote 2 below), and Richard A. D'Amore are the managers of NVBM GP (collectively, the "Managers"). Each of NBVM 7, NBVM GP and the Managers may be deemed to have shared voting and dispositive power over the shares held by NBVP 7 LP. Each of NBVM 7, NBVM GP and the Managers disclaims beneficial ownership of such shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such shares for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein, if any.

2. On July 14, 2021 (the "Closing Date") one, the Issuer's predecessor, consummated the business combination (the "Business Combination") pursuant to the terms of the merger agreement dated as of February 23, 2021 by and among one, Caspian Merger Sub Inc., a Delaware corporation and MarkForged, Inc., a Delaware corporation.

3. Immediately prior to the effective time of the Business Combination on the Closing Date, NBVP 7 LP received the right to acquire 2,633,246 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 1,436,316 of which will be released from escrow if the volume-weighted average price ("VWAP") of the Issuer for any 20 trading days in a consecutive 30-trading day period following the Closing Date is at least $12.50; and (ii) 1,196,930 of which will be released from escrow if the VWAP for any 20 trading days in a consecutive 30-day trading period following the Closing Date is at least $15.00. Upon a change of control or liquidation of the Issuer all such previously unearned shares will be issued. Any shares not eligible to be released within five years of the Closing Date will be forfeited and canceled.

	North Bridge Venture Partners 7, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management 7, L.P., general partner of North Bridge Venture Partners 7, L.P.	07/14/2021
	North Bridge Venture Management 7, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management V, L.P.	07/14/2021
	NBVM GP LLC, /s/ Edward T. Anderson, Manager of NBVM GP	07/14/2021
	/s/ Richard A. D'Amore	07/14/2021
	** Signature of Reporting Person	Date
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