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CUSIP No. 57064N102 | | SCHEDULE 13D | | Page 3 of 7 |
ITEM 1. | SECURITY AND ISSUER |
This Schedule 13D relates to the shares of Common Stock, $0.0001 par value per share (the “Common Stock”), of Markforged Holding Corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 480 Pleasant Street, Watertown, MA 02471.
ITEM 2. | IDENTITY AND BACKGROUND |
(a) This Statement is filed by Gregory Mark (the “Reporting Person”).
(b) The residence of the Reporting Person is c/o Markforged Holding Corporation, 480 Pleasant Street, Watertown, MA 02472.
(c) The Reporting Person is a founder of Legacy Markforged (as defined below) and resigned from his positions as director and employee of the Issuer on December 29, 2021. Mr. Mark is currently the founder of Mark Industries LLC.
(d), (e) During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States.
ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The information set forth in Items 4, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.
On July 14, 2021, the Issuer consummated the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of February 23, 2021 (the “Merger Agreement”), by and among one, a Cayman Islands exempted company limited by shares (“one”), Caspian Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of one (“Merger Sub”), and MarkForged, Inc., a Delaware corporation (“Legacy Markforged”). As a result of the Merger, Legacy Markforged merged with and into Merger Sub with Legacy Markforged surviving as the Issuer’s wholly-owned subsidiary and, following one’s filing of a notice of deregistration and necessary accompanying documents with the Cayman Islands Registrar of Companies, and a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which one was domesticated, one changed its name to “Markforged Holding Corporation.”
Immediately prior to the consummation of the Merger (the “Closing”), the Reporting Person held 28,392,494 shares of Legacy Markforged, which he had acquired as a founder of Legacy Markforged in 2013 and in subsequent transactions with Legacy Markforged. In the Merger, all of the Reporting Person’s shares of Legacy Markforged capital stock were converted into 23,306,793 shares of Common Stock after giving effect to the exchange ratio of approximately 0.9522514 as defined in the Merger Agreement (the “Exchange Ratio”). Pursuant to the Merger Agreement, the Reporting Person will also have the right to receive up to an additional 1,781,353 shares of Common Stock (“Earnout Shares”), (i) 971,647 of which will be released from escrow if the volume weighted average share price of the Common Stock for at least 20 of any 30 consecutive trading days following the Closing Date (the “VWAP”) is at least $12.50 and (ii) 809,706 of which will be released from escrow if the VWAP is at least $15.00. Any shares not eligible to be released within five years of the Closing Date will be forfeited and canceled.
Between January 14, 2022 and January 25, 2022, the Reporting Person sold an aggregate 486,904 shares of Common Stock as described in Item 5(c) below.