4//SEC Filing
Rodriguez Antonio L. 4
Accession 0000950170-25-058707
CIK 0001816613other
Filed
Apr 24, 8:00 PM ET
Accepted
Apr 25, 4:06 PM ET
Size
16.9 KB
Accession
0000950170-25-058707
Insider Transaction Report
Form 4
Rodriguez Antonio L.
Director
Transactions
- Disposition to Issuer
Common Stock
2025-04-25−26,000→ 0 total - Disposition to Issuer
Common Stock
2025-04-25$5.00/sh−142,420$712,100→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock
2025-04-25$5.00/sh−2,849,592$14,247,960→ 0 total(indirect: See footnote) - Disposition to Issuer
Earnout Shares
2025-04-25$5.00/sh−13,288$66,440→ 0 total(indirect: See footnote)→ Common Stock (13,288 underlying) - Disposition to Issuer
Common Stock
2025-04-25$5.00/sh−20,423$102,115→ 26,000 total - Disposition to Issuer
Earnout Shares
2025-04-25$5.00/sh−265,902$1,329,510→ 0 total(indirect: See footnote)→ Common Stock (265,902 underlying)
Footnotes (6)
- [F1]This Form 4 reports securities disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 25, 2024, by and among Nano Dimension Ltd. ("Parent"), Nano US II, Inc., an indirect wholly-owned subsidiary of Parent ("Merger Sub") and Markforged Holding Corporation (the "Company"). Pursuant to terms of the Merger Agreement, on April 25, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving as an indirect wholly-owned subsidiary of Parent.
- [F2]Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of the Company's common stock, par value $0.0001 per share (the "Company Common Stock") was cancelled and converted automatically into the right to receive $5.00 per share in cash, without interest and less any applicable withholding tax (the "Merger Consideration").
- [F3]Represents restricted stock units issued pursuant to the Company's 2021 Stock Option and Incentive Plan (each, a "Company RSU"). Each Company RSU represented a contingent right to receive one share of Company Common Stock upon settlement for no consideration. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Company RSU that was outstanding immediately prior to the Effective Time was cancelled and converted automatically into a restricted stock unit award of Parent, which were granted on similar terms and conditions as were applicable to the unvested Company RSUs that were cancelled.
- [F4]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.
- [F5]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.
- [F6]Each Earnout Share represented a contingent right to acquire one share of Company Common Stock upon the satisfaction of certain price thresholds. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Earnout Share was cancelled and converted into the right to receive a cash payment equal to the Merger Consideration.
Documents
Issuer
Markforged Holding Corp
CIK 0001816613
Entity typeother
Related Parties
1- filerCIK 0001597046
Filing Metadata
- Form type
- 4
- Filed
- Apr 24, 8:00 PM ET
- Accepted
- Apr 25, 4:06 PM ET
- Size
- 16.9 KB