Sec Form 13G Filing - Trinity TVL XI LLC filing for Markforged Holding Corp (MKFG) - 2023-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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  UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  
     

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Markforged Holding Corporation

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

57064N102

(CUSIP Number)

 

December 31, 2022

(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)
x 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. 57064N102
 
  1. Names of Reporting Persons
Trinity TVL XI, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
7,318,367 shares (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
7,318,367 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,318,367 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11. Percent of Class Represented by Amount in Row (9)
3.8% (3)
 
  12. Type of Reporting Person (See Instructions)
OO
           

 

(1)This Statement on Schedule 13G is filed by Trinity TVL XI, LLC (“Trinity TVL XI”), Trinity Ventures XI, L.P. (“Trinity XI”), Trinity XI Entrepreneurs’ Fund, L.P. (“TEF XI”), Trinity XI Side-By-Side Fund, L.P. (“Trinity SBS XI”), TVL Management Corp. (“TVL Management”), Ajay Chopra (“Chopra”), Noel J. Fenton (“Fenton”), and Patricia E. Nakache (“Nakache,” and collectively with Trinity TVL XI, Trinity XI, TEF XI, Trinity SBS XI, TVL Management, Chopra, and Fenton, referred to herein as the “Reporting Persons”). Trinity TVL XI serves as the sole General Partner of Trinity XI, TEF XI and Trinity SBS XI. As such, Trinity TVL XI possesses power to direct the voting and disposition of the shares owned by Trinity XI, TEF XI and Trinity SBS XI and may be deemed to have indirect beneficial ownership of the shares held by Trinity XI, TEF XI and Trinity SBS XI. TVL Management, Chopra, Fenton and Nakache are Management Members of Trinity TVL XI. As such, TVL Management, Chopra, Fenton, and Nakache share power to direct the voting and disposition of the shares owned by Trinity XI, TEF XI and Trinity SBS XI and may be deemed to have indirect beneficial ownership of the shares held by Trinity XI, TEF XI and Trinity SBS XI. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)The 7,318,367 shares of Common Stock beneficially owned by the Reporting Person represents (i) 7,146,531 shares of Common Stock held directly by Trinity XI, (ii) 114,753 shares of Common Stock held directly by TEF XI and (iii) 57,083 shares of Common Stock held directly by Trinity SBS XI.
(3)This percentage is based on 194,136,883 shares of Common Stock reported to be outstanding as of November 8, 2022 in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 9, 2022.

 

2

 

 

CUSIP No. 57064N102
 
  1. Names of Reporting Persons
Trinity Ventures XI, L.P.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
7,146,531 shares (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
7,146,531 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,146,531 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11. Percent of Class Represented by Amount in Row (9)
3.7% (3)
 
  12. Type of Reporting Person (See Instructions)
PN
           

 

(1)This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of 7,146,531 shares of Common Stock held directly by Trinity XI.
(3)This percentage is based on 194,136,883 shares of Common Stock reported to be outstanding as of November 8, 2022 in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 9, 2022.

 

3

 

 

CUSIP No. 57064N102
 
  1. Names of Reporting Persons
Trinity XI Entrepreneurs’ Fund, L.P.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
114,753 shares (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
114,753 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
114,753 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11. Percent of Class Represented by Amount in Row (9)
0.1% (3)
 
  12. Type of Reporting Person (See Instructions)
PN
           

 

(1)This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of 114,753 shares of Common Stock held directly by TEF XI.
(3)This percentage is based on 194,136,883 shares of Common Stock reported to be outstanding as of November 8, 2022 in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 9, 2022.

 

4

 

 

CUSIP No. 57064N102
 
  1. Names of Reporting Persons
Trinity XI Side-By-Side Fund, L.P.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
57,083 shares (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
57,083 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
57,083 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11. Percent of Class Represented by Amount in Row (9)
0.0% (3)
 
  12. Type of Reporting Person (See Instructions)
PN
           

 

(1)This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” f or purposes of this Schedule 13G.
(2)Consists of 57,083 shares of Common Stock held directly by Trinity SBS XI.
(3)This percentage is based on 194,136,883 shares of Common Stock reported to be outstanding as of November 8, 2022 in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 9, 2022.

 

5

 

 

CUSIP No. 57064N102
 
  1. Names of Reporting Persons
TVL Management Corp.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
7,318,367 shares (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
7,318,367 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,318,367 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11. Percent of Class Represented by Amount in Row (9)
3.8% (3)
 
  12. Type of Reporting Person (See Instructions)
CO
           

 

(1)This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)The 7,318,367 shares of Common Stock beneficially owned by the Reporting Person represents (i) 7,146,531 shares of Common Stock held directly by Trinity XI, (ii) 114,753 shares of Common Stock held directly by TEF XI and (iii) 57,083 shares of Common Stock held directly by Trinity SBS XI.
(3)This percentage is based on 194,136,883 shares of Common Stock reported to be outstanding as of November 8, 2022 in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 9, 2022.

  

6

 

 

CUSIP No. 57064N102
 
  1. Names of Reporting Persons
Ajay Chopra
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
United States of America
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
7,318,367 shares (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
7,318,367 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,318,367 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11. Percent of Class Represented by Amount in Row (9)
3.8% (3)
 
  12. Type of Reporting Person (See Instructions)
IN
           

 

(1)This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)The 7,318,367 shares of Common Stock beneficially owned by the Reporting Person represents (i) 7,146,531 shares of Common Stock held directly by Trinity XI, (ii) 114,753 shares of Common Stock held directly by TEF XI and (iii) 57,083 shares of Common Stock held directly by Trinity SBS XI.
(3)This percentage is based on 194,136,883 shares of Common Stock reported to be outstanding as of November 8, 2022 in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 9, 2022.

 

7

 

 

CUSIP No. 57064N102
 
  1. Names of Reporting Persons
Noel J. Fenton
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
United States of America
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
7,318,367 shares (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
7,318,367 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,318,367 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11. Percent of Class Represented by Amount in Row (9)
3.8% (3)
 
  12. Type of Reporting Person (See Instructions)
IN
           

 

(1)This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)The 7,318,367 shares of Common Stock beneficially owned by the Reporting Person represents (i) 7,146,531 shares of Common Stock held directly by Trinity XI, (ii) 114,753 shares of Common Stock held directly by TEF XI and (iii) 57,083 shares of Common Stock held directly by Trinity SBS XI.
(3)This percentage is based on 194,136,883 shares of Common Stock reported to be outstanding as of November 8, 2022 in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 9, 2022.

  

8

 

 

CUSIP No. 57064N102
 
  1. Names of Reporting Persons
Patricia E. Nakache
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
United States of America
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
7,318,367 shares (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
7,318,367 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,318,367 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11. Percent of Class Represented by Amount in Row (9)
3.8% (3)
 
  12. Type of Reporting Person (See Instructions)
IN
           

 

(1)This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)The 7,318,367 shares of Common Stock beneficially owned by the Reporting Person represents (i) 7,146,531 shares of Common Stock held directly by Trinity XI, (ii) 114,753 shares of Common Stock held directly by TEF XI and (iii) 57,083 shares of Common Stock held directly by Trinity SBS XI.
(3)This percentage is based on 194,136,883 shares of Common Stock reported to be outstanding as of November 8, 2022 in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 9, 2022.

 

9

 

 

Item 1.
  (a) Name of Issuer
Markforged Holding Corporation
  (b)

Address of Issuer’s Principal Executive Offices
480 Pleasant Street

Watertown, MA 02471

 
Item 2.
  (a)

Name of Person Filing

1.       Trinity TVL XI, LLC (“Trinity TVL XI”)

2.       Trinity Ventures XI, L.P. (“Trinity XI”)

3.       Trinity XI Entrepreneurs’ Fund, L.P. (“TEF XI”)

4.       Trinity XI Side-By-Side Fund, L.P. (“Trinity SBS XI”)

5.       TVL Management Corp. (“TVL Management”)

6.       Ajay Chopra (“Chopra”)

7.       Noel J. Fenton (“Fenton”)

8.       Patricia E. Nakache (“Nakache”)

  (b)

Address of Principal Business Office or, if none, Residence
c/o Trinity Ventures

325 Sharon Park Dr., #458

Menlo Park, CA 94025

  (c)

Citizenship

Trinity TVL XI               Delaware

Trinity XI                        Delaware

TEF XI                             Delaware

Trinity SBS XI                Delaware

TVL Management         Delaware

Chopra                            United States of America

Fenton                            United States of America

Nakache                          United States of America

  (d)

Title of Class of Securities

Common Stock

  (e)

CUSIP Number

57064N102

 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  Not applicable

 

10

 

 

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.

 

Reporting Persons  Shares Held
Directly (1)
   Sole
Voting
Power
   Shared
Voting
Power (2)
   Sole
Dispositive
Power
   Shared
Dispositive
Power (2)
   Beneficial
Ownership (2)
   Percentage
of Class (3)
 
Trinity XI   7,146,531   0    7,146,531    0    7,146,531    7,146,531    3.7%
TEF XI   57,083    0    57,083    0    57,083    57,083    0.1%
Trinity SBS XI   114,753    0    114,753    0    114,753    114,753    0.0%
Trinity TVL XI (2)   0    0    7,318,367    0    7,318,367    7,318,367    3.8%
TVL Management (2)   0    0    7,318,367    0    7,318,367    7,318,367    3.8%
Chopra (2)   0    0    7,318,367    0    7,318,367    7,318,367    3.8%
Fenton (2)   0    0    7,318,367    0    7,318,367    7,318,367    3.8%
Nakache (2)   0    0    7,318,367    0    7,318,367    7,318,367    3.8%

 

 

(1)        Represents shares of Common Stock of the Issuer held directly by the Reporting Person.

(2)        The shares are held directly by Trinity XI, TEF XI and Trinity SBS XI. Trinity TVL XI serves as the sole General Partner of Trinity XI, TEF XI and Trinity SBS XI. As such, Trinity TVL XI possesses power to direct the voting and disposition of the shares owned by Trinity XI, TEF XI and Trinity SBS XI and may be deemed to have indirect beneficial ownership of the shares held by Trinity XI, TEF XI and Trinity SBS XI. TVL Management, Chopra, Fenton, and Nakache are Management Members of Trinity TVL XI. As such, TVL Management, Chopra, Fenton, and Nakache share power to direct the voting and disposition of the shares owned by Trinity XI, TEF XI and Trinity SBS XI and may be deemed to have indirect beneficial ownership of the shares held by Trinity XI, TEF XI and Trinity SBS XI.  

(3)       This percentage is based on 194,136,883 shares of Common Stock reported to be outstanding as of November 8, 2022 in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 9, 2022.

 

Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.
 
Item 6. Ownership of More than Five 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 Group
Not applicable
                 

 

11

 

 

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

 

12

 

 

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: February 14, 2023

 

Trinity Ventures XI, L.P.  
   
By: Trinity TVL XI, LLC  
its General Partner  
   
By: /s/ Lyle McCulloch  
  Name: Lyle McCulloch  
  Title: SVP - Finance  
   
Trinity XI Entrepreneurs’ Fund, L.P.  
   
By: Trinity TVL XI, LLC  
its General Partner  
   
By: /s/ Lyle McCulloch  
  Name: Lyle McCulloch  
  Title: SVP - Finance  
   
Trinity XI Side-By-Side Fund, L.P.  
   
By: Trinity TVL XI, LLC  
its General Partner  
   
By: /s/ Lyle McCulloch  
  Name: Lyle McCulloch  
  Title: SVP - Finance  
   
Trinity TVL XI, LLC  
   
By:   /s/ Lyle McCulloch  
  Name: Lyle McCulloch  
  Title: SVP - Finance  
   
TVL Management Corp.  
   
By: /s/ Lyle McCulloch  
  Name: Lyle McCulloch  
  Title: SVP - Finance  
   
/s/ Ajay Chopra  
Ajay Chopra  
   
/s/ Noel J. Fenton  
Noel J. Fenton  
   
/s/ Patricia E. Nakache  
Patricia E. Nakache  

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

13

 

 

Exhibit(s):

 

A - Joint Filing Statement

 

14

 

 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Markforged Holding Corporation is filed on behalf of each of us.

 

Dated: February 14, 2023

 

Trinity Ventures XI, L.P.  
   
By: Trinity TVL XI, LLC  
its General Partner  
   
By: /s/ Lyle McCulloch  
  Name: Lyle McCulloch  
  Title: SVP - Finance  
   
Trinity XI Entrepreneurs’ Fund, L.P.  
   
By: Trinity TVL XI, LLC  
its General Partner  
   
By: /s/ Lyle McCulloch  
  Name: Lyle McCulloch  
  Title: SVP - Finance  
   
Trinity XI Side-By-Side Fund, L.P.  
   
By: Trinity TVL XI, LLC  
its General Partner  
   
By: /s/ Lyle McCulloch  
  Name: Lyle McCulloch  
  Title: SVP - Finance  
   
Trinity TVL XI, LLC  
   
By:   /s/ Lyle McCulloch  
  Name: Lyle McCulloch  
  Title: SVP - Finance  
   
TVL Management Corp.  
   
By: /s/ Lyle McCulloch  
  Name: Lyle McCulloch  
  Title: SVP - Finance  
   
/s/ Ajay Chopra  
Ajay Chopra  
   
/s/ Noel J. Fenton  
Noel J. Fenton  
   
/s/ Patricia E. Nakache  
Patricia E. Nakache  

 

15