Sec Form 4 Filing - ANDERSON EDWARD T @ Markforged Holding Corp - 2025-04-25

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ANDERSON EDWARD T
2. Issuer Name and Ticker or Trading Symbol
Markforged Holding Corp [ MKFG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O MARKFORGED HOLDING CORPORATION, 60 TOWER ROAD
3. Date of Earliest Transaction (MM/DD/YY)
04/25/2025
(Street)
WALTHAM, MA02451
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/25/2025 D( 1 ) 20,423 ( 2 ) D $ 5 ( 2 ) 26,000 D
Common Stock 04/25/2025 D( 1 ) 26,000 ( 3 ) D 0 D
Common Stock 04/25/2025 D( 1 ) 2,912,675 ( 2 ) D $ 5 ( 2 ) 0 I By: North Bridge Venture Partners 7, L.P. ( 4 ) ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Earnout Shares ( 6 ) 04/25/2025 D( 1 ) 271,788 ( 6 ) ( 6 ) Common Stock 271,788 $ 5 ( 6 ) 0 I By: North Bridge Venture Partners 7, L.P. ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ANDERSON EDWARD T
C/O MARKFORGED HOLDING CORPORATION
60 TOWER ROAD
WALTHAM, MA02451
X
Signatures
/s/ Shai Terem, as Attorney-in-Fact 04/25/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 reports securities disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 25, 2024, by and among Nano Dimension Ltd. ("Parent"), Nano US II, Inc., an indirect wholly-owned subsidiary of Parent ("Merger Sub") and Markforged Holding Corporation (the "Company"). Pursuant to terms of the Merger Agreement, on April 25, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving as an indirect wholly-owned subsidiary of Parent.
( 2 )Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of the Company's common stock, par value $0.0001 per share (the "Company Common Stock") was cancelled and converted automatically into the right to receive $5.00 per share in cash, without interest and less any applicable withholding tax (the "Merger Consideration").
( 3 )Represents restricted stock units issued pursuant to the Company's 2021 Stock Option and Incentive Plan (each, a "Company RSU"). Each Company RSU represented a contingent right to receive one share of Company Common Stock upon settlement for no consideration. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Company RSU that was outstanding immediately prior to the Effective Time was cancelled and converted automatically into a restricted stock unit award of Parent, which were granted on similar terms and conditions as were applicable to the unvested Company RSUs that were cancelled.
( 4 )The reportable securities are owned directly by North Bridge Venture Partners 7, L.P. ("NBVP 7 LP"). North Bridge Venture Management 7, L.P. ("NBVM 7") is the sole general partner of NBVP 7 L.P. NBVM GP, LLC ("NBVM GP") is the sole general partner of NBVM 7. Each of the Reporting Person, a member of the Issuer's board of directors, and Richard A. D'Amore are the managers of NVBM GP (collectively, the "Managers").
( 5 )Each of NBVM 7, NBVM GP and the Managers may be deemed to have shared voting and dispositive power over the shares held by NBVP 7 LP. Each of NBVM 7, NBVM GP and the Managers disclaims beneficial ownership of such shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such shares for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein, if any.
( 6 )Each Earnout Share represented a contingent right to acquire one share of Company Common Stock upon the satisfaction of certain price thresholds. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Earnout Share was cancelled and converted into the right to receive a cash payment equal to the Merger Consideration.

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