Xometry, Inc. — Major Shareholding Notification 2022

Sep 29, 2022

SC 13G/A 1 d374433dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Xometry, Inc.

(Name of Issuer)

Class A Common Stock, $0.000001 par value per share

(Title of Class of Securities)

98423F109

(CUSIP Number)

September 27, 2022

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 98423F109 13G

1.	NAMES OF REPORTING PERSONS Highland Leaders Fund I GP, LLC
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON
(see instructions) OO

CUSIP No. 98423F109 13G

1.	NAMES OF REPORTING PERSONS Highland Leaders Fund I GP, L.P.
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON
(see instructions) PN

CUSIP No. 98423F109 13G

1.	NAMES OF REPORTING PERSONS Highland Leaders Fund I, L.P.
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON
(see instructions) PN

CUSIP No. 98423F109 13G

1.	NAMES OF REPORTING PERSONS Highland Management Partners 9 LLC
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON
(see instructions) OO

CUSIP No. 98423F109 13G

1.	NAMES OF REPORTING PERSONS Highland Management Partners 9 Limited Partnership
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON
(see instructions) PN

CUSIP No. 98423F109 13G

1.	NAMES OF REPORTING PERSONS Highland Capital Partners 9 Limited Partnership
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON
(see instructions) PN

CUSIP No. 98423F109 13G

1.	NAMES OF REPORTING PERSONS Highland Capital Partners 9-B Limited Partnership
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON
(see instructions) PN

CUSIP No. 98423F109 13G

1.	NAMES OF REPORTING PERSONS Highland Entrepreneurs’ Fund 9 Limited Partnership
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON
(see instructions) PN

CUSIP No. 98423F109 13G

1.	NAMES OF REPORTING PERSONS Craig Driscoll
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION United States of
America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 12,099
6.	SHARED VOTING POWER 0
7.	SOLE DISPOSITIVE POWER 12,099
8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,099
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 0.03% (1)
12.	TYPE OF REPORTING PERSON
(see instructions) IN

(1) This percentage is calculated based on 44,592,744 shares of Class A Common Stock outstanding as of August 3, 2022, as reported in its Form 10-Q for the quarter ended June 30, 2022, filed with the United States Securities and Exchange Commission on August 11, 2022.

CUSIP No. 98423F109 13G

Introductory Note: This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13G originally filed by the Reporting Persons with the United States Securities and Exchange Commission on February 10, 2022 (the “Original Schedule 13G”). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13G.

ITEM 4. Ownership.

(a) Amount beneficially owned:

See Row 9 of the cover page for each Reporting Person and the corresponding footnotes.*

(b) Percent of class:

See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.*

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote

See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.*

(ii) Shared power to vote or to direct the vote

See Row 6 of the cover page for each Reporting Person and the corresponding footnotes.*

(iii) Sole power to dispose or to direct the disposition of

See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.*

(iv) Shared power to dispose or to direct the disposition of

See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.*

• Except to the extent of his, her or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Class A Common Stock, except for the shares, if any, such Reporting Person holds of record.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: ☒.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON .

Not applicable.

CUSIP No. 98423F109 13G

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 29, 2022

HIGHLAND CAPITAL PARTNERS 9 LIMITED PARTNERSHIP
By: Highland Management Partners 9 Limited Partnership
Its: General Partner
By: Highland Management Partners 9 LLC Its: General Partner
By:	/s/ Jessica Healey
	Authorized Officer
HIGHLAND CAPITAL PARTNERS 9-B LIMITED
PARTNERSHIP
By: Highland Management Partners 9 Limited Partnership
Its: General Partner
By: Highland Management Partners 9 LLC Its: General Partner
By:	/s/ Jessica Healey
	Authorized Officer

HIGHLAND ENTREPRENEURS’ FUND 9 LIMITED PARTNERSHIP
By: Highland Management Partners 9 Limited Partnership
Its: General Partner
By: Highland Management Partners 9 LLC Its: General Partner
By:	/s/ Jessica Healey
	Authorized Officer
HIGHLAND MANAGEMENT PARTNERS 9 LIMITED PARTNERSHIP
By: Highland Management Partners 9 LLC
Its: General Partner
By:	/s/ Jessica Healey
	Authorized Officer

HIGHLAND MANAGEMENT PARTNERS 9 LLC
By:	/s/ Jessica Healey
	Authorized Officer

HIGHLAND LEADERS FUND I, L.P.
By: Highland Leaders Fund I GP, L.P.
Its: General Partner
By: Highland Leaders Fund I GP, LLC Its: General Partner
By:	/s/ Jessica Healey
	Authorized Officer

HIGHLAND LEADERS FUND I GP, L.P.
By: Highland Leaders Fund I GP, LLC
Its: General Partner
By:	/s/ Jessica Healey
	Authorized Officer
HIGHLAND LEADERS FUND I GP, LLC
By:	/s/ Jessica Healey
	Authorized Officer

/s/ Craig Driscoll
Craig Driscoll