Xometry, Inc. — Director's Dealing 2021

Jul 8, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xometry, Inc. (XMTR)
CIK: 0001657573
Period of Report: 2021-07-02

Reporting Person: Zuriff Laurence (Director, Chief Strategy Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-02	Common Stock	J	2147916	—	Disposed	0	Direct
2021-07-02	Class A Common Stock	J	2147916	—	Acquired	2147916	Direct
2021-07-02	Class A Common Stock	J	1200843	—	Disposed	947073	Direct
2021-07-02	Common Stock	J	300000	—	Disposed	0	Indirect
2021-07-02	Class A Common Stock	J	300000	—	Acquired	300000	Indirect
2021-07-02	Common Stock	J	300000	—	Disposed	0	Indirect
2021-07-02	Class A Common Stock	J	300000	—	Acquired	300000	Indirect
2021-07-02	Common Stock	J	300000	—	Disposed	0	Indirect
2021-07-02	Class A Common Stock	J	300000	—	Acquired	300000	Indirect
2021-07-02	Class A Common Stock	C	201176	—	Acquired	201176	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-02	Stock Option (right to buy)	$1.65	J	14584	Disposed	2028-01-29	Common Stock (14584)	Direct
2021-07-02	Stock Option (right to buy)	$1.65	J	14584	Acquired	2028-01-29	Class A Common Stock (14584)	Direct
2021-07-02	Stock Option (right to buy)	$3.65	J	129360	Disposed	2029-08-07	Common Stock (129360)	Direct
2021-07-02	Stock Option (right to buy)	$3.65	J	129360	Acquired	2029-08-07	Class A Common Stock (129360)	Direct
2021-07-02	Series Seed-1 Preferred Stock	$	C	128102	Disposed		Class A Common Stock (128102)	Indirect
2021-07-02	Series Seed-2 Preferred Stock	$	C	43796	Disposed		Class A Common Stock (43796)	Indirect
2021-07-02	Series A-1 Preferred Stock	$	C	29278	Disposed		Class A Common Stock (29278)	Indirect
2021-07-02	Class B Common Stock	$	J	1200843	Acquired		Class A Common Stock (1200843)	Direct

Footnotes

F1: Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class A Common Stock in an exempt transaction pursuant to Rule 16b-7.

F2: Immediately prior to the completion of the Issuer's initial public offering of Class A Common stock, the shares of the Issuer's Class A Common Stock held by the Reporting Person were exchanged at a 1:1 ratio for shares of the Issuer's Class B Common Stock pursuant to an exchange agreement between the Issuer and Reporting Person, as previously approved by the Issuer's board of directors.

F3: Each share of Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, and Series A-1 Preferred Stock automatically converted, without payment of additional consideration, into Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

F4: One quarter (1/4) of the shares vested on January 1, 2019, and thereafter, the remainder of the shares vest in 36 equal monthly installments, subject to the Reporting Person's continuous service.

F5: One quarter (1/4) of the shares vested on May 2, 2020, and thereafter, the remainder of the shares vest in 36 equal monthly installments, subject to the Reporting Person's continuous service.

F6: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. Each share of Class B Common Stock will convert automatically into shares of Class A common stock, on a one-to-one basis, upon the following: (1) sale or transfer of such share of Class B common stock; (2) the death or incapacity of the Reporting Person; (3) the Reporting Person's departure from the Issuer's board of directors; and (4) on the final conversion date, defined as the earlier of (a) the seventh anniversary of the Issuer's IPO; or (b) the date specified by vote of the holders of a majority of the outstanding shares of Class B common stock.