SEC FORM 3

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^*

Terem Shai

(Last)

(First)

(Middle)

C/O MARKFORGED HOLDING CORP.

480 PLEASANT STREET

(Street)

WATERTOWN

02472

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2021

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

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)

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)	⁽¹⁾	11/12/2029	Common Stock	3,931,220	2.11	D
Stock Option (Right to Buy)	⁽²⁾	10/21/2030	Common Stock	2,819,775	2.18	D
Earnout Shares	⁽³⁾	07/14/2026	Common Stock	610,333	0.00	D

Explanation of Responses:

1. This option shall vest 25% on November 13, 2020, then in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

2. This option shall vest 25% on October 22, 2021, then in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

3. On July 14, 2021 (the "Closing Date") one, the Issuer's predecessor, consummated the business combination (the "Business Combaination") 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 610,333 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 332,909 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) 277,424 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 Shai Terem	07/14/2021
	** 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.
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