Sec Form 13G Filing - Zuriff Laurence filing for Xometry Inc. (XMTR) - 2024-02-14

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.

 Names of Reporting Person

 Laurence Zuriff

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☐

 SEC USE ONLY

 Citizenship or Place of Organization

 United States

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 2,153,381 shares⁽¹⁾

 Shared Voting Power

 1,028,918 shares⁽²⁾

 Sole Dispositive Power

 2,153,381 shares⁽¹⁾

 Shared Dispositive Power

 165,024 shares⁽³⁾

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,182,299 shares⁽⁴⁾

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 7.0%⁽⁵⁾

 Type of Reporting Person (see instructions)

 IN

Consists of (i) 815,093 shares of Class A Common Stock held by Mr. Zuriff; (ii) 1,200,843 shares of Class B Common Stock held by Mr. Zuriff, which shares are convertible at any time into Class A Common Stock on a one-to-one basis; (iii) 136,589 shares of Class A Common Stock underlying outstanding options held by Mr. Zuriff that are exercisable within 60 days of December 31, 2023; and (iv) 856 shares of Class A Common Stock underlying outstanding restricted stock units (“RSUs”) held by Mr. Zuriff that are issuable upon the vesting of such RSUs within 60 days of December 31, 2023.

Consists of (i) 288,091 shares of Class A Common Stock held by the Jason Eric Zuriff Trust; (ii) 288,091 shares of Class A Common Stock held by the Sophie Anna Zuriff Trust; (iii) 287,712 shares of Class A Common Stock held by the Zuriff Family 2020 Trust; and (iv) 165,024 shares of Class A Common Stock held by ZFI Capital, LP.

Consists of 165,024 shares of Class A Common Stock held by ZFI Capital, LP, over which Mr. Zuriff may be deemed to exercise voting and dispositive control.

Consists of (i) 815,093 shares of Class A Common Stock held by Mr. Zuriff; (ii) 288,091 shares of Class A Common Stock held by the Jason Eric Zuriff Trust; (iii) 288,091 shares of Class A Common Stock held by the Sophie Anna Zuriff Trust; (iv) 287,712 shares of Class A common stock held by the Zuriff Family 2020 Trust; (v) 165,024 shares of Class A Common Stock held by ZFI Capital, LP; (vi) 1,200,843 shares of Class B Common Stock of the Issuer held by Mr. Zuriff, which shares are convertible at any time into Class A Common Stock on a one-to-one basis; (vii) 136,589 shares of Class A Common Stock underlying outstanding options held by Mr. Zuriff that are exercisable within 60 days of December 31, 2023; and (iv) 856 shares of Class A Common Stock underlying outstanding RSUs held by Mr. Zuriff that are issuable upon the vesting of such RSUs within 60 days of December 31, 2023.

This percentage is calculated based on 45,394,804 shares of Class A Common Stock outstanding as of November 1, 2023, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2023, filed with the United States Securities and Exchange Commission on November 9, 2023 (the “Form 10-Q”).

Name of Person Filing:

Laurence Zuriff

Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is:

c/o Xometry, Inc.

6116 Executive Blvd., Suite 800

North Bethesda, MD 20852

Citizenship:

U.S. citizen

Ownership

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

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

Number of shares as to which the person has:

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

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

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

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

Ownership of 5 Percent or Less of a Class

Ownership of More than 5 Percent on Behalf of Another Person

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

Identification and Classification of Members of the Group

Notice of Dissolution of a Group

Certification