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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 2,147,916 | D | |
Common Stock | 300,000 | I | See Footnote(1) |
Common Stock | 300,000 | I | See Footnote(2) |
Common Stock | 300,000 | I | See Footnote(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | (4) | 01/29/2028 | Common Stock | 14,584 | 1.65 | D | |
Stock Option (right to buy) | (5) | 08/07/2029 | Common Stock | 129,360 | 3.65 | D | |
Series Seed-1 Preferred Stock | (6) | (6) | Common Stock | 128,102 | (6) | I | See Footnote(7) |
Series Seed-2 Preferred Stock | (6) | (6) | Common Stock | 43,796 | (6) | I | See Footnote(7) |
Series A-1 Preferred Stock | (6) | (6) | Common Stock | 29,278 | (6) | I | See Footnote(7) |
Explanation of Responses: |
1. Held by the Jason Eric Zuriff Trust, over which the Reporting Person may be deemed to exercise voting control. |
2. Held by the Sophie Anna Zuriff 2020 Trust, over which the Reporting Person may be deemed to exercise voting control. |
3. Held by the Zuriff Family 2020 Trust, over which the Reporting Person may be deemed to exercise voting control. |
4. 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. |
5. One quarter (1/4) of the shares vested on May 2, 2020, and thereafter, the remainder of the shares vest in 36 equal monthly installments, subject to the Reporting Person's continuous service. |
6. Each share of Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, and Series A-1 Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into Common Stock, on a one-for-one basis, has no expiration date and is expected to automatically convert into shares of Class A Common Stock immediately prior to the closing of the Issuer's initial public offering. |
7. Held by ZFI Capital,LP. The Reporting Person is the General Partner of ZFI Capital, LP. |
Remarks: |
Exhibit List -- Exhibit 24 -- Power of Attorney |
/s/ Dorothy Vinsky, Attorney-in-Fact | 07/01/2021 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |