Xometry, Inc. — Director's Dealing 2021

Jul 1, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Altschuler Randolph (Director, Chief Executive Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1068003	Direct
Common Stock	105000	Indirect
Common Stock	347222	Indirect
Common Stock	347222	Indirect
Common Stock	347222	Indirect
Common Stock	500000	Indirect
Common Stock	386667	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$1.65	2028-01-29	Common Stock (99869)		Direct
Stock Option (right to buy)	$3.65	2029-08-07	Common Stock (231974)		Direct
Stock Option (right to buy)	$12.32	2031-03-27	Common Stock (142275)		Direct
Series Seed-1 Preferred Stock	$		Common Stock (325000)		Indirect
Series Seed-1 Preferred Stock	$		Common Stock (325000)		Direct
Series Seed-2 Preferred Stock	$		Common Stock (51095)		Direct
Series A-1 Preferred Stock	$		Common Stock (31213)		Direct
Series A-1 Preferred Stock	$		Common Stock (19476)		Indirect

Footnotes

F1: Held by the 2021 Tigers Trust, over which the Reporting Person may be deemed to exercise voting control.

F2: Held by the Matthew Sladkin Altschuler 2012 Trust, over which the Reporting Person may be deemed to exercise voting control.

F3: Held by the Noah Sladkin Altschuler 2012 Trust, over which the Reporting Person may be deemed to exercise voting control.

F4: Held by the Sasha Sladkin Altschuler 2012 Trust, over which the Reporting Person may be deemed to exercise voting control.

F5: Held by the Altschuler Family Trust (2020), over which the Reporting Person may be deemed to exercise voting control.

F6: Held by Cheryl Altschuler, Reporting Person's spouse.

F7: 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.

F8: 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.

F9: One quarter (1/4) of the shares shall vest on January 1, 2022, and thereafter, the remainder of the shares shall vest in 36 equal monthly installments, subject to the Reporting Person's continuous service.

F10: 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.