Ownership Submission

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 ^*

Mark Gregory

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 CORPORATION, 480 PLEASANT STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

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	19,301,998	D
Common Stock	2,669,863	I	By: The Gregory Mark Irrevocable Family Trust ⁽¹⁾
Common Stock	1,334,932	I	By: The Gregory Mark 2020 Grantor Retained Annuity Trust ⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽³⁾	10/21/2030	Common Stock	401,823	$ 2.18	D
Earnout Shares	⁽⁴⁾	07/14/2026	Common Stock	1,781,353	$ 0	D
Earnout Shares	⁽⁵⁾	07/14/2026	Common Stock	241,373	$ 0	I	By: The Gregory Mark Irrevocable Family Trust ⁽¹⁾
Earnout Shares	⁽⁶⁾	07/14/2026	Common Stock	120,686	$ 0	I	By: The Gregory Mark 2020 Grantor Retained Annuity Trust ⁽²⁾

Reporting Owners

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

Signatures

/s/ Stephen Karp, Attorney-in-Fact for Gregory T. Mark		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)	The Trustees of The Gregory Mark Irrevocable Family Trust are the reporting person and two immediate family members. Voting and investment power of the shares is exercised by the reporting person and his co-trustees.
(2)	The Trustee of The Gregory Mark 2020 Grantor Retained Annuity Trust is the reporting person.
(3)	This stock option shall vest over four years, with 25% of the shares vesting 12 months after the vesting commencement date, and 1/48 of the shares shall vest on each monthly anniversary.
(4)	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, Gregory Mark., received the right to acquire 1,781,353 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 971,647 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) 809,706 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.
(5)	On the Closing Date, The Gregory Mark Irrevocable Family Trust., received the right to acquire 241,373 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 131,658 of which will be released from escrow if the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $12.50; and (ii) 109,715 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.
(6)	On the Closing Date, The Gregory Mark 2020 Grantor Retained Annuity Trust, received the right to acquire 120,686 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 65,829 of which will be released from escrow if the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $12.50; and (ii) 54,857 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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