ExOne (XONE) Form 4 ExOne / Loretta Lobes Benec ownership change

SEC Form 4

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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X

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^*

Benec Loretta Lobes

(Last) (First) (Middle)

127 INDUSTRY BOULEVARD

(Street)

NORTH HUNTINGDON PA 15642

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ExOne Co [ XONE ]

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

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

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)

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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		7,634	D	(1)	12,265	D
Common Stock, par value $0.01	11/12/2021		F(2)		3,918	D	$26.7	8,347	D
Common Stock, par value $0.01	11/12/2021		D		4,882	D	(3)	3,465	D
Common Stock, par value $0.01	11/12/2021		F(2)		1,543	D	$26.7	1,922	D
Common Stock, par value $0.01	11/12/2021		D		1,922	D	(3)	0	D
Common Stock, par value $0.01	11/12/2021		A(4)		3,370	A	$0.00	3,370	D
Common Stock, par value $0.01	11/12/2021		F(5)		1,501	D	$26.7	1,869	D
Common Stock, par value $0.01	11/12/2021		D		1,869	D	(4)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option (right to buy)	$8.36	11/12/2021		D			24,000	(6)	03/16/2023	Common Stock	24,000	(6)	0	D
Stock Option (right to buy)	$6.75	11/12/2021		D			10,000	(6)	08/13/2023	Common Stock	10,000	(6)	0	D
Stock Option (right to buy)	$7.11	11/12/2021		D			15,000	(6)	08/12/2024	Common Stock	15,000	(6)	0	D

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 (the "ExOne Shares") 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. Withholding and disposition for taxes on restricted stock.

3. Each award of restricted shares of ExOne subject to the ExOne Change of Control Severance Plan ("ExOne COC RSAs") vested and were cancelled and the holder of such ExOne COC RSA received the Merger Consideration.

4. Each award granted under the 2021 Executive Stock Performance Program was converted into ExOne Shares (the "ESPP Award"), with the shares subject to such ESPP Award becoming vested and such vested shares were cancelled and the holder received the Merger Consideration.

5. Withholding and disposition of shares for taxes on ESPP Awards.

6. Each outstanding vested option to purchase ExOne Shares was cancelled and the holder thereof became entitled to receive the excess of the Merger Consideration over the aggregate exercise price of such ExOne vested option, so long as such ExOne vested option's exercise price was less than the Merger Consideration, less applicable tax withholdings.

Remarks:

Vice President, General Counsel & Corporate Secretary

	/s/ Loretta Lobes Benec	11/12/2021
	** Signature of Reporting Person	Date
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