Xometry, Inc. — Major Shareholding Notification 2022

Feb 14, 2022

SC 13G 1 d296071dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

Xometry, Inc.

(Name of Issuer)

Class A Common Stock, $0.000001 par value per share

(Title of Class of Securities)

98423F109

(CUSIP Number)

December 31, 2021

(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 the 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

1.	Names of Reporting Person Randolph Altschuler
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

| Number of Shares Beneficially Owned by Each Reporting Person With: | Sole Voting Power 1,765,005
shares (1) |
| --- | --- |
| 6. | Shared Voting Power 1,646,666
shares (2) |
| 7. | Sole Dispositive Power 1,765,005
shares (1) |
| 8. | Shared Dispositive Power 500,000
shares (3) |

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,411,671 shares (1)
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.	Percent of
Class Represented by Amount in Row 9 7.84% (4)
12.	Type of Reporting Person
(see instructions) IN

(1) Consists of 1,475,311 shares of Class B Common Stock of the Issuer that are held by Mr. Altschuler, which shares are convertible at any time into Class A Common Stock on a one-to-one basis, and 289,694 shares of Class A Common Stock underlying outstanding options held by Mr. Altschuler that are vested or will vest prior to March 1, 2022.

(2) Includes (i) 105,000 shares of Class A Common Stock held by the 2021 Tigers Trust; (ii) 347,222 shares of Class A Common Stock held by the Matthew Sladkin Altschuler 2012 Trust; (iii) 347,222 shares of Class A Common Stock held by the Noah Sladkin Altschuler 2012 Trust; (iv) 347,222 shares of Class A Common Stock held by the Sasha Sladkin Altschuler 2012 Trust; and (v) 500,000 shares of Class A Common Stock held by The Altschuler Family Trust (2020).

(3) Includes 500,000 shares of Class A Common Stock held by The Altschuler Family Trust (2020).

(4) This percentage is calculated based on 41,744,740 shares of Class A Common Stock outstanding as of November 2, 2021, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2021, filed with the United States Securities and Exchange Commission on November 10, 2021 (the “Form 10-Q”).

Item 1(a). Name of Issuer: Xometry, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices: 7529 Standish Place, Suite 200, Derwood, MD 20855

Item 2(a). Name of Person Filing:

Randolph Altschuler

Item 2(b). Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is:

c/o Xometry, Inc.

7529 Standish Place, Suite 200

Derwood, MD 20855

Item 2(c). Citizenship:

U.S. citizen

Item 2(d). Title of Class of Securities: Class A Common Stock

Item 2(e). CUSIP Number: 98423F109

ITEM 3. Not applicable.

ITEM 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

(a) Amount Beneficially Owned: See Row 9 of cover page for the Reporting Person.

(b) Percent of Class: See Row 11 of cover page for the Reporting Person.

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

(i) Sole power to vote or to direct the vote: See Row 5 of cover page for the Reporting Person.

(ii) Shared power to vote or to direct the vote: See Row 6 of cover page for the Reporting Person.

(iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page for the Reporting Person.

(iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page for the Reporting Person.

ITEM 5. Ownership of 5 Percent or Less of a Class

Not applicable.

ITEM 6. Ownership of More than 5 Percent on Behalf of Another Person

Not applicable.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

ITEM 8. Identification and Classification of Members of the Group

Not applicable.

ITEM 9. Notice of Dissolution of a Group

Not applicable.

ITEM 10. Certification

Not applicable.

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.

February 14, 2022
Date
/s/ Randolph Altschuler
Randolph Altschuler