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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Benhaim David
2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2021
3. Issuer Name and Ticker or Trading Symbol
Markforged Holding Corp [MKFG]
(Last)
(First)
(Middle)
C/O MARKFORGED HOLDING CORP., 480 PLEASANT STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WATERTOWN, MA 02472
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 Beneficially Owned
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 278,447
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 of Derivative Security: 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)   (1) 06/17/2024 Common Stock 146,684 $ 0.07 D  
Stock Option (Right to Buy)   (1) 03/16/2025 Common Stock 212,634 $ 0.07 D  
Stock Option (Right to Buy)   (1) 04/26/2026 Common Stock 30,757 $ 0.15 D  
Stock Option (Right to Buy)   (2) 06/20/2027 Common Stock 105,843 $ 0.22 D  
Stock Option (Right to Buy)   (3) 02/08/2029 Common Stock 248,365 $ 0.89 D  
Stock Option (Right to Buy)   (4) 10/21/2030 Common Stock 2,158,804 $ 2.18 D  
Earnout Shares   (5) 07/14/2026 Common Stock 287,631 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Benhaim David
C/O MARKFORGED HOLDING CORP.
480 PLEASANT STREET
WATERTOWN, MA 02472
      Chief Technology Officer  

Signatures

/s/ David Benhaim 07/14/2021
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This option is fully vested.
(2) This option shall vest 25% on June 21, 2018 then in equal 48 monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
(3) This option shall vest 25% on February 2, 2020, then in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
(4) This option shall vest in 48 equal monthly installment beginning on October 22, 2020, subject to the Reporting Person's continuous employment with the Issuer on each such date.
(5) On July 14, 2021 (the "Closing Date") one, the Issuer's predecessor, consummated the business combination (the "Business Combination") pursuant to the terms of the merger agreement dated as of February 23, 2021 by and among one, Caspian Merger Sub Inc., a Delaware corporation and MarkForged, Inc., a Delaware corporation. On the Closing Date, the Reporting Person received the right to acquire 287,631 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 156,890 of which will be released from escrow if the value weighted average price ("VWAP") for at least 20 of any 30 consecutive trading days following the Closing Date is at least $12.50; and (ii) 130,741 of which will be released from such escrow if the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $15.00. Any shares not eligible to be released within five years of the Closing Date will be forfeited and canceled.
 
Remarks:
Exhibit 24: Power of Attorney

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