4//SEC Filing
Rodriguez Antonio L. 4
Accession 0000950170-24-077857
CIK 0001816613other
Filed
Jun 25, 8:00 PM ET
Accepted
Jun 26, 4:06 PM ET
Size
11.9 KB
Accession
0000950170-24-077857
Insider Transaction Report
Form 4
Rodriguez Antonio L.
Director
Transactions
- Award
Common Stock
2024-06-24$0.43/sh+260,000$111,800→ 464,237 total
Holdings
- 128,755(indirect: See footnote)
Earnout Shares
Exercise: $0.00Exp: 2026-07-14→ Common Stock (128,755 underlying) - 28,495,912(indirect: See footnote)
Common Stock
- 1,424,197(indirect: See footnote)
Common Stock
- 2,576,215(indirect: See footnote)
Earnout Shares
Exercise: $0.00Exp: 2026-07-14→ Common Stock (2,576,215 underlying)
Footnotes (5)
- [F1]Consists of a Restricted Stock Unit ("RSU") award 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 shall vest on the earlier of (i) the date of the next annual meeting of stockholders of the Issuer and (ii) the 12-month anniversary of the grant date, subject to the Reporting Person's continuous service to the Issuer on each such date.
- [F2]These shares are held directly by Matrix Partners IX, L.P. ("Matrix"). Antonio Rodriguez is a member of the board of directors of the Issuer and a managing member of Matrix IX Management Co., L.L.C. ("Matrix IX MC"), the general partner of Matrix. As a managing member of Matrix IX MC, Mr. Rodriguez has sole voting and dispositive power with respect to these shares. Mr. Rodriguez disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.
- [F3]These shares are held by Weston & Co. IX LLC ("Weston IX"), as nominee for Matrix Partners Management Services, L.P. Mr. Rodriguez is a member of the board of directors of the Issuer and by virtue of his management position at Matrix Partners Management Services, L.P. has sole voting and dispositive power with respect to these shares. Mr. Rodriguez disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
- [F4]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, Matrix received the right to acquire 2,576,215 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 1,405,208 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) 1,171,007 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.
- [F5]On the Closing Date, Weston, received the right to acquire 128,755 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 70,230 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) 58,525 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.
Documents
Issuer
Markforged Holding Corp
CIK 0001816613
Entity typeother
Related Parties
1- filerCIK 0001597046
Filing Metadata
- Form type
- 4
- Filed
- Jun 25, 8:00 PM ET
- Accepted
- Jun 26, 4:06 PM ET
- Size
- 11.9 KB