Sec Form 3 Filing - Zipori Assaf @ Markforged Holding Corp - 2023-05-15

FORM 3 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 Zipori Assaf 2. Issuer Name and Ticker or Trading Symbol Markforged Holding Corp [ MKFG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Acting Chief Financial Officer (Last) (First) (Middle) 60 TOWER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2023 (Street) WALTHAM, MA02451 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Common Stock 318,996 ( 1 ) D

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 Stock Option (Right to Buy) $ 2.11 ( 2 ) 11/11/2029 Common Stock 647,530 D Stock Option (Right to Buy) $ 2.18 ( 3 ) 10/29/2030 Common Stock 161,881 D Earnout Shares $ 0 ( 4 ) 07/14/2026 Common Stock 73,175 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zipori Assaf 60 TOWER ROAD WALTHAM, MA02451 Acting Chief Financial Officer Signatures /s/ Stephen Karp, Attorney-in-Fact for Assaf Zipori 05/16/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of Restricted Stock Unit ("RSU") awards made pursuant to the Issuer's 2021 Stock Option and Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration. The RSUs granted on August 11, 2021 of 42,000 shares, less the 7,503 shares previously withheld to cover taxes associated with settlement of RSUs, vest in sixteen equal quarterly installments beginning on November 11, 2021, subject to the Reporting Person's continuous service to the Issuer on each such date. The RSUs granted on July 29, 2022 of 200,000 shares, less the 15,501 shares previously withheld to cover taxes associated with settlement of RSUs, vest in sixteen equal quarterly installments beginning on October 1, 2022, subject to the Reporting Person's continuous service to the Issuer on each such date. The 100,000 RSUs granted on May 10, 2023 vest entirely on May 15, 2024 subject to the Reporting Person's continuous service to the Issuer. ( 2 )The shares underlying this stock option shall vest over four years, with 25% of the shares vesting on November 12, 2020 and the remaining shares vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. ( 3 )The shares underlying this stock option shall vest over four years, with 25% of the shares vesting on October 30, 2021 and the remaining shares vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. ( 4 )On July 14, 2021 (the "Closing Date") one, the Issuer's predecessor, consummated the business combination (the "Business Combination") pursuant to the terms of the merger agreement dated as of February 23, 2021 by and among one, Caspian Merger Sub Inc., a Delaware corporation and MarkForged, Inc., a Delaware corporation. On the Closing Date, the Reporting Person received the right to acquire 73,175 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 39,914 of which will be released from escrow if the value weighted average price ("VWAP") for at least 20 of any 30 consecutive trading days following the Closing Date is at least $12.50; and (ii) 33,261 of which will be released from such escrow if the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $15.00. Any shares not eligible to be released within five years of the Closing Date will be forfeited and canceled.

Remarks: Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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