SEC FORM 3

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^*

Zipori Assaf

(Last)

(First)

(Middle)

60 TOWER ROAD

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/15/2023

3. Issuer Name and Ticker or Trading Symbol
Markforged Holding Corp [ MKFG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Acting Chief Financial Officer

5. If Amendment, Date of 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

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	318,996⁽¹⁾	D

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	11/11/2029	Common Stock	647,530	2.11	D
Stock Option (Right to Buy)	⁽³⁾	10/29/2030	Common Stock	161,881	2.18	D
Earnout Shares	⁽⁴⁾	07/14/2026	Common Stock	73,175	0.00	D

Explanation of Responses:

1. Consists of Restricted Stock Unit ("RSU") awards made pursuant to the Issuer's 2021 Stock Option and Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration. The RSUs granted on August 11, 2021 of 42,000 shares, less the 7,503 shares previously withheld to cover taxes associated with settlement of RSUs, vest in sixteen equal quarterly installments beginning on November 11, 2021, subject to the Reporting Person's continuous service to the Issuer on each such date. The RSUs granted on July 29, 2022 of 200,000 shares, less the 15,501 shares previously withheld to cover taxes associated with settlement of RSUs, vest in sixteen equal quarterly installments beginning on October 1, 2022, subject to the Reporting Person's continuous service to the Issuer on each such date. The 100,000 RSUs granted on May 10, 2023 vest entirely on May 15, 2024 subject to the Reporting Person's continuous service to the Issuer.

2. The shares underlying this stock option shall vest over four years, with 25% of the shares vesting on November 12, 2020 and the remaining shares vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

3. The shares underlying this stock option shall vest over four years, with 25% of the shares vesting on October 30, 2021 and the remaining shares vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

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, the Reporting Person received the right to acquire 73,175 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 39,914 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) 33,261 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

	/s/ Stephen Karp, Attorney-in-Fact for Assaf Zipori	05/16/2023
	** 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.