Xometry (XMTR) Form 4 Xometry / GEORGE HORNIG 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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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^*

HORNIG GEORGE

(Last) (First) (Middle)

7529 STANDISH PLACE

SUITE 200

(Street)

DERWOOD MD 20855

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2021

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
Class A Common Stock	07/02/2021		C		127,925	A	(1)	127,925	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)	$12.32	07/02/2021		J(2)			30,000	(3)	03/27/2031	Common Stock(2)	30,000	$0.00	0	D
Stock Option (right to buy)	$12.32	07/02/2021		J(2)		30,000		(3)	03/27/2031	Class A Common Stock	30,000	$0.00	30,000	D
Series Seed-1 Preferred Stock	(1)	07/02/2021		C			100,000	(1)	(1)	Class A Common Stock	100,000	$0.00	0	D
Series Seed-2 Preferred Stock	(1)	07/02/2021		C			14,234	(1)	(1)	Class A Common Stock	14,234	$0.00	0	D
Series A-1 Preferred Stock	(1)	07/02/2021		C			13,691	(1)	(1)	Class A Common Stock	13,691	$0.00	0	D

Explanation of Responses:

1. Each share of Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, and Series A-1 Preferred Stock automatically converted, without payment of additional consideration, into Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

2. Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class A Common Stock in an exempt transaction pursuant to Rule 16b-7.

3. 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:

	/s/ Dorothy Vinsky, Attorney-in-Fact	07/09/2021
	** 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).
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