Xometry (XMTR) Form 3 Xometry / Kathy Mayerhofer 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^*

Mayerhofer Kathy

(Last) (First) (Middle)

7529 STANDISH PLACE

SUITE 200

(Street)

DERWOOD MD 20855

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2021

3. Issuer Name and Ticker or Trading Symbol
Xometry, Inc. [ XMTR ]

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

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

5. 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 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	76,249	D

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
Stock Option (right to buy)	(1)	01/29/2028	Common Stock	3,854	1.65	D
Stock Option (right to buy)	(2)	03/22/2027	Common Stock	1,042	1.26	D
Stock Option (right to buy)	(3)	02/19/2029	Common Stock	21,563	1.68	D
Stock Option (right to buy)	(4)	04/27/2030	Common Stock	20,000	3.65	D
Stock Option (right to buy)	(5)	03/25/2031	Common Stock	55,000	12.32	D

Explanation of Responses:

1. One quarter (1/4) of the shares vested on January 1, 2019, and thereafter, the remainder of the shares vest in 36 equal monthly installments, subject to the Reporting Person's continuous service.

2. Fully vested.

3. One quarter (1/4) of the shares vested on January 1, 2020, and thereafter, the remainder of the shares vest in 36 equal monthly installments, subject to the Reporting Person's continuous service.

4. One quarter (1/4) of the shares vested on January 1, 2021, and thereafter, the remainder of the shares vest in 36 equal monthly installments, subject to the Reporting Person's continuous service.

5. One quarter (1/4) of the shares shall vest on January 1, 2022, and thereafter, the remainder of the shares shall vest in 36 equal monthly installments, subject to the Reporting Person's continuous service.

Remarks:

Exhibit List -- Exhibit 24 -- Power of Attorney

	/s/ Dorothy Vinsky, Attorney-in-Fact	06/29/2021
	** 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 5 (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.
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