Sec Form 13D Filing - Mark Gregory filing for Markforged Holding Corp (MKFG) - 2022-01-27

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

MARKFORGED HOLDING CORPORATION

(Name of Issuer)

Common stock, $0.0001 par value per share

(Title of Class of Securities)

57064N102

(CUSIP Number)

Gregory Mark

c/o Markforged Holding Corporation

480 Pleasant Street

Watertown, MA 02472

(866) 496-1805

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 14, 2021

(Date of Event Which Requires Filing of Statement on Schedule 13D)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on 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).

This Schedule 13D relates to the shares of Common Stock, $0.0001 par value per share (the “Common Stock”), of Markforged Holding Corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 480 Pleasant Street, Watertown, MA 02471.

(a) This Statement is filed by Gregory Mark (the “Reporting Person”).

(b) The residence of the Reporting Person is c/o Markforged Holding Corporation, 480 Pleasant Street, Watertown, MA 02472.

(c) The Reporting Person is a founder of Legacy Markforged (as defined below) and resigned from his positions as director and employee of the Issuer on December 29, 2021. Mr. Mark is currently the founder of Mark Industries LLC.

(d), (e) During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a citizen of the United States.

The information set forth in Items 4, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.

On July 14, 2021, the Issuer consummated the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of February 23, 2021 (the “Merger Agreement”), by and among one, a Cayman Islands exempted company limited by shares (“one”), Caspian Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of one (“Merger Sub”), and MarkForged, Inc., a Delaware corporation (“Legacy Markforged”). As a result of the Merger, Legacy Markforged merged with and into Merger Sub with Legacy Markforged surviving as the Issuer’s wholly-owned subsidiary and, following one’s filing of a notice of deregistration and necessary accompanying documents with the Cayman Islands Registrar of Companies, and a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which one was domesticated, one changed its name to “Markforged Holding Corporation.”

Immediately prior to the consummation of the Merger (the “Closing”), the Reporting Person held 28,392,494 shares of Legacy Markforged, which he had acquired as a founder of Legacy Markforged in 2013 and in subsequent transactions with Legacy Markforged. In the Merger, all of the Reporting Person’s shares of Legacy Markforged capital stock were converted into 23,306,793 shares of Common Stock after giving effect to the exchange ratio of approximately 0.9522514 as defined in the Merger Agreement (the “Exchange Ratio”). Pursuant to the Merger Agreement, the Reporting Person will also have the right to receive up to an additional 1,781,353 shares of Common Stock (“Earnout Shares”), (i) 971,647 of which will be released from escrow if the volume weighted average share price of the Common Stock for at least 20 of any 30 consecutive trading days following the Closing Date (the “VWAP”) is at least $12.50 and (ii) 809,706 of which will be released from escrow if the VWAP is at least $15.00. Any shares not eligible to be released within five years of the Closing Date will be forfeited and canceled.

Between January 14, 2022 and January 25, 2022, the Reporting Person sold an aggregate 486,904 shares of Common Stock as described in Item 5(c) below.

On January 5, 2022, the Reporting Person resigned as trustee and co-trustee, respectively, of The Gregory Mark 2020 Grantor Retained Annuity Trust and The Gregory Mark Irrevocable Family Trust. Following such resignations, the Reporting Person does not, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, exercise any voting or investment power with respect to the shares of Common Stock held by such trusts. As a result, the Reporting Person ceased to beneficially own the 1,334,932 shares of Common stock held by The Gregory Mark 2020 Grantor Retained and the 2,669,863 shares of Common stock held by The Gregory Mark Irrevocable Family Trust as of such date.

On January 25, 2022, the Reporting Person transferred an aggregate of 2,700,000 shares of Common stock to The Gregory Mark 2022 Grantor Retained Annuity Trust, over which the Reporting Person does not, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, exercise any voting or investment power.

As of January 25, 2022, the Reporting Person may be deemed to beneficially own 16,232,294 shares of Common Stock of the Issuer as reflected in this Schedule 13D.

The information set forth in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.

As part of the Merger, the Reporting Person received 23,306,793 shares of Common Stock. As reported in this Schedule 13D, as of January 25, 2022 the Reporting Person may be deemed to beneficially own 16,232,294 shares of Common Stock. The Reporting Person served as co-founder and a member of the board of directors of the Issuer until his resignation on December 29, 2021. In such capacity, the Reporting Person may have had influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described herein, the Reporting Person has no present plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to formulate in the future plans or proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of this Item 4. Subject to the terms of a lockup a greement entered into by the Reporting Person in connection with the Merger and applicable securities laws, the Reporting Person and his affiliates may from time to time sell or buy securities of the Issuer as appropriate for the personal circumstances of the Reporting Person and his affiliates either in the open market or in privately-negotiated transactions and/or enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities, in each case taking into consideration the evaluation by the Reporting Person and his affiliates of the Issuer’s business, prospects and financial condition, the market for such securities, other opportunities available to the Reporting Person and his affiliates, general economic conditions, stock market conditions and other factors.

The information set forth in or incorporated by reference in Items 3, 4 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

(a) and (b)

The share amount reported herein consists of 16,115,094 shares of Common Stock held by the Reporting Person and an option to purchase 117,200 shares of Common Stock held by the Reporting Person.

The above percentage is based on 185,851,079 shares of Common Stock outstanding as of November 15, 2021, as reported by the Issuer in its Current Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021.

(c) Except as described in Item 3 above and in this Item 5(c), the Reporting Person has not effected any transactions in the Common Stock during the 60-day period ended January 25, 2022. From July 14, 2021 through the beginning of such 60-day period, the Reporting Person has not effected any transactions in the Common Stock. Annex A attached hereto sets forth the transactions in the Common Stock that were effected during the 60-day period ended January 25, 2022 (other than the transfers among trusts and changes to trustees of certain trusts described in Item 3 above). The transactions in the Common Stock described on Annex A were effected on securities exchanges unless otherwise indicated therein.

(d) Not applicable

(e) Not applicable.

The information set forth in Items 3, 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.

Except as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

In connection with the closing of the Merger, the Issuer entered into indemnification agreements with each of its directors and executive officers. The indemnification agreement and the Issuer’s amended and restated certificate of incorporation and amended and restated bylaws require the Issuer to indemnify the Reporting Person, in such capacities prior to his resignation on December 29, 2021, to the fullest extent permitted by Delaware law.

In connection with the closing of the Merger, the Issuer entered into a registration rights agreement with the Reporting Person and certain other stockholders of the Issuer pursuant to which the Issuer agreed to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of its common stock and other equity securities that are held by the parties thereto.

Also in connection with the closing of the Merger, the Issuer entered into lock-up agreements with the Reporting Person and each of its other directors and executive officers. Pursuant to the lock-up agreements, the Reporting Person agreed to certain restrictions on transfer with respect to certain of his securities, including certain restrictions on transfer for 180 days following the closing of the Merger.

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: January 27, 2021

Annex A

Transactions in Common Stock

(60-day period ended January 25, 2022)