4//SEC Filing
Nogueira Thomas 4
Accession 0001415889-25-010061
CIK 0001754820other
Filed
Apr 2, 8:00 PM ET
Accepted
Apr 3, 7:07 PM ET
Size
22.8 KB
Accession
0001415889-25-010061
Insider Transaction Report
Form 4
Nogueira Thomas
CHIEF OPERATING OFFICER
Transactions
- Tax Payment
Class A Common Stock
2025-04-01$4.96/sh−558$2,768→ 55,397 total - Exercise/Conversion
Restricted Stock Units
2025-04-01−1,707→ 76,795 total→ Class A Common Stock (1,707 underlying) - Disposition to Issuer
Restricted Stock Units
2025-04-02−76,795→ 0 total→ Class A Common Stock (76,795 underlying) - Disposition to Issuer
Stock Option
2025-04-02−6,715→ 0 totalExercise: $27.76Exp: 2028-09-06→ Class A Common Stock (6,715 underlying) - Exercise/Conversion
Class A Common Stock
2025-04-01+1,707→ 55,955 total - Disposition to Issuer
Class A Common Stock
2025-04-02−55,397→ 0 total - Disposition to Issuer
Stock Option
2025-04-02−1,831→ 0 totalExercise: $24.57Exp: 2028-05-10→ Class A Common Stock (1,831 underlying) - Disposition to Issuer
Stock Option
2025-04-02−8,464→ 0 totalExercise: $14.00Exp: 2030-06-10→ Class A Common Stock (8,464 underlying) - Disposition to Issuer
Stock Option
2025-04-02−2,442→ 0 totalExercise: $14.00Exp: 2030-08-31→ Class A Common Stock (2,442 underlying)
Footnotes (6)
- [F1]Each restricted stock unit represents a contingent right to receive one shares of the Issuer's Class A Common Stock.
- [F2]Represents shares of Class A Common Stock withheld by Desktop Metal, Inc. to cover tax withholding obligations in connection with the vesting of restricted stock units.
- [F3]Pursuant to the Agreement and Plan of Merger, dated as of July 2, 2024 (the "Merger Agreement"), by and among Desktop Metal, Inc. (the "Issuer"), Nano Dimension Ltd., an Israeli company ("Nano"), and Nano US I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Nano ("Merger Sub"), on April 2, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as an indirect wholly owned subsidiary of Nano. At the Effective Time, each outstanding share of Class A Common Stock was cancelled and converted into the right to receive $5.295 in cash, without interest (the "Per Share Merger Consideration").
- [F4]The restricted stock units vested on April 1, 2025. The restricted stock units have no expiration date.
- [F5]Pursuant to the Merger Agreement, at the Effective Time, each outstanding time-vesting restricted stock unit was cancelled and replaced with the grant by Nano of a restricted stock unit award of Nano.
- [F6]Pursuant to the Merger Agreement, at the Effective Time, each outstanding option was cancelled and converted into the right to receive an amount of cash equal to the product of (i) the excess of the Per Share Merger Consideration over the per share exercise price of such option, multiplied by (ii) the number of shares of common stock subject to the vested portion of the option immediately prior to the Effective Time, without interest and less applicable tax withholdings. Any options that have a per share exercise price equal to or exceeding the Per Share Merger Consideration were cancelled for no consideration.
Documents
Issuer
Desktop Metal, Inc.
CIK 0001754820
Entity typeother
Related Parties
1- filerCIK 0001933658
Filing Metadata
- Form type
- 4
- Filed
- Apr 2, 8:00 PM ET
- Accepted
- Apr 3, 7:07 PM ET
- Size
- 22.8 KB