Sec Form 4 Filing - Foundry Group Next 2018, L.P. @ Xometry, Inc. - 2021-07-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Foundry Group Next 2018, L.P.
2. Issuer Name and Ticker or Trading Symbol
Xometry, Inc. [ XMTR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1050 WALNUT ST #210,
3. Date of Earliest Transaction (MM/DD/YY)
07/02/2021
(Street)
BOULDER, CO80302
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 07/02/2021 C 3,427,779 A 3,427,779 I See Footnote ( 2 )
Class A Common Stock 07/02/2021 C 534,328 A 534,328 I See Footnote ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series Seed-1 Preferred Stock ( 1 ) 07/02/2021 C 104,680 ( 1 ) ( 1 ) Class A Common Stock 104,680 $ 0 0 I See Footnote ( 2 )
Series Seed-2 Preferred Stock ( 1 ) 07/02/2021 C 46,054 ( 1 ) ( 1 ) Class A Common Stock 46,054 $ 0 0 I See Footnote ( 2 )
Series A-2 Preferred Stock ( 1 ) 07/02/2021 C 59,633 ( 1 ) ( 1 ) Class A Common Stock 59,633 $ 0 0 I See Footnote ( 2 )
Series B Preferred Stock ( 1 ) 07/02/2021 C 20,470 ( 1 ) ( 1 ) Class A Common Stock 20,470 $ 0 0 I See Footnote ( 2 )
Series B Preferred Stock ( 1 ) 07/02/2021 C 534,328 ( 1 ) ( 1 ) Class A Common Stock 534,328 $ 0 0 I See Footnote ( 3 )
Series C Preferred Stock ( 1 ) 07/02/2021 C 2,273,795 ( 1 ) ( 1 ) Class A Common Stock 2,273,795 $ 0 0 I See Footnote ( 2 )
Series D Preferred Stock ( 1 ) 07/02/2021 C 803,748 ( 1 ) ( 1 ) Class A Common Stock 803,748 $ 0 0 I See Footnote ( 2 )
Series E Preferred Stock ( 1 ) 07/02/2021 C 119,399 ( 1 ) ( 1 ) Class A Common Stock 119,399 $ 0 0 I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Foundry Group Next 2018, L.P.
1050 WALNUT ST #210
BOULDER, CO80302
X
FG Next GP 2018, LLC
1050 WALNUT ST #210
BOULDER, CO80302
X
FELD BRADLEY A
C/O FOUNDRY GROUP
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
Levine Seth
C/O FOUNDRY GROUP
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
MCINTYRE RYAN A
C/O FOUNDRY GROUP
1050 WALNUT STREET, SUITE 210
BOULDER, CO80302
X
Signatures
Foundry Group Next 2018, L.P., By: FGNext GP 2018, LLC, its General Partner,By /s/ Bradley A. Feld, Managing Member 07/07/2021
Signature of Reporting Person Date
FG Next GP 2018, LLC, its GeneralPartner, By /s/ Bradley A. Feld, ManagingMember 07/07/2021
Signature of Reporting Person Date
/s/ Bradley A. Feld 07/07/2021
Signature of Reporting Person Date
/s/ Seth A. Levine 07/07/2021
Signature of Reporting Person Date
/s/ Ryan A. MacIntyre 07/07/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock converted into shares of Class A Common Stock immediately prior to the closing of the Issuer's initial public offering (the "IPO") for no additional consideration, on a one-for-one basis, and had no expiration date.
( 2 )Shares are held by Foundry Group Next 2018, L.P. ("2018 LP"). FG Next GP 2018, LLC ("2018 LLC") is the generalpartner of 2018 LP and may be deemed to beneficially own the shares held by 2018 LP. Brad Feld, Ryan McIntyre and Seth Levine are managing members of 2018 LLC, and may be deemed to share voting and investment power over theshares held by 2018 LP. Each of 2018 LLC, and Messrs. Feld, McIntyre and Levine disclaims beneficial ownership inthese shares except to the extent of his or its respective pecuniary interest therein.
( 3 )Shares are held by Foundry Venture Capital 2016, L.P. ("2016 LP"). Foundry Venture 2016, LLC ("2016 LLC") is the general partner of 2016 LP and may be deemed to beneficially own the shares held by 2016 LP. Brad Feld, Ryan McIntyre and Seth Levine are managing members of 2016 LLC, and may be deemed to share voting and investment power over the shares held by 2016 LP. Each of 2016 LLC, and Messrs. Feld, McIntyre and Levine disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.

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