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 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hartz Kevin
  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
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O MARKFORGED HOLDING CORPORATION, 480 PLEASANT STREET
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2020
(Street)

WATERTOWN, MA 02472
4. If Amendment, Date 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
(City)
(State)
(Zip)
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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
Class B Ordinary Shares (1) 08/20/2020   J     187,500   (1)   (1) Class A Ordinary Shares 187,500 (2) 2,610,000 I See footnote (2)
Warrant to Purchase Class A Ordinary Shares (right to buy) $ 11.5 08/20/2020   J   75,000     (3)   (3) Class A Ordinary Shares 75,000 $ 2 1,575,000 I See footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hartz Kevin
C/O MARKFORGED HOLDING CORPORATION
480 PLEASANT STREET
WATERTOWN, MA 02472
  X     Chief Executive Officer  

Signatures

 /s/ Stephen Karp, Attorney-in-Fact   02/25/2022
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination.
(2) Reflects the proportionate amount of securities deemed to be beneficially owned by the Reporting Person in his capacity as member of A-star LLC, the Issuer's sponsor. In connection with the partial exercise of the underwriters' over-allotment option, 187,500 Class B ordinary shares beneficially owned by the reporting person were automatically forfeited, and 75,000 warrants were acquired in a private placement.The Reporting Person disclaims beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
(3) The warrants are exercisable for shares of Class A ordinary shares beginning on the later of 30 days after the closing of the Issuer's initial business combination and the first anniversary of its initial public offering and expire on the fifth anniversary of the Issuer's initial business combination..

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