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Xometry, Inc. Director's Dealing 2021

Jul 1, 2021

31491_dirs_2021-07-01_961f5353-20f8-4fc4-89ae-c48d55ddc072.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Xometry, Inc. (XMTR)
CIK: 0001657573
Period of Report: 2021-06-29

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

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2147916 Direct
Common Stock 300000 Indirect
Common Stock 300000 Indirect
Common Stock 300000 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $1.65 2028-01-29 Common Stock (14584) Direct
Stock Option (right to buy) $3.65 2029-08-07 Common Stock (129360) Direct
Series Seed-1 Preferred Stock $ Common Stock (128102) Indirect
Series Seed-2 Preferred Stock $ Common Stock (43796) Indirect
Series A-1 Preferred Stock $ Common Stock (29278) Indirect

Footnotes

F1: Held by the Jason Eric Zuriff Trust, over which the Reporting Person may be deemed to exercise voting control.

F2: Held by the Sophie Anna Zuriff 2020 Trust, over which the Reporting Person may be deemed to exercise voting control.

F3: Held by the Zuriff Family 2020 Trust, over which the Reporting Person may be deemed to exercise voting control.

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 Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, and Series A-1 Preferred Stock is convertible at any time at the option of the
holder, without payment of additional consideration, into Common Stock, on a one-for-one basis, has no expiration date and is expected to
automatically convert into shares of Class A Common Stock immediately prior to the closing of the Issuer's initial public offering.

F7: Held by ZFI Capital,LP. The Reporting Person is the General Partner of ZFI Capital, LP.