Sec Form 4 Filing - Zemba Douglas D. @ ExOne Co - 2021-11-12

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Zemba Douglas D.
2. Issuer Name and Ticker or Trading Symbol
ExOne Co [ XONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
127 INDUSTRY BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
11/12/2021
(Street)
NORTH HUNTINGDON, PA15642
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, par value $0.01 11/12/2021 D 30,974 D 27,219 D
Common Stock, par value $0.01 11/12/2021 F( 2 ) 8,504 D $ 26.7 18,715 D
Common Stock, par value $0.01 11/12/2021 D 11,496 D 7,219 D
Common Stock, par value $0.01 11/12/2021 F( 2 ) 3,070 D $ 26.7 4,149 D
Common Stock, par value $0.01 11/12/2021 D 4,149 D 0 D
Common Stock, par value $0.01 11/12/2021 A( 4 ) 3,511 A $ 0 3,511 D
Common Stock, par value $0.01 11/12/2021 F( 5 ) 1,493 D $ 26.7 2,018 D
Common Stock, par value $0.01 11/12/2021 D 2,018 D 0 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) $ 18 11/12/2021 D 6,667 ( 6 ) 02/07/2023 Common Stock 6,667 ( 6 ) 0 D
Stock Option (right to buy) $ 10.1 11/12/2021 D 12,000 ( 6 ) 02/10/2027 Common Stock 12,000 ( 6 ) 0 D
Stock Option (right to buy) $ 7.91 11/12/2021 D 25,000 ( 6 ) 02/10/2027 Common Stock 25,000 ( 6 ) 0 D
Stock Option (right to buy) $ 7.11 11/12/2021 D 25,000 ( 6 ) 08/12/2024 Common Stock 25,000 ( 6 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zemba Douglas D.
127 INDUSTRY BOULEVARD
NORTH HUNTINGDON, PA15642
See Remarks
Signatures
/s/ Douglas D. Zemba 11/12/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 12, 2021, Desktop Metal, Inc., a Delaware corporation ("Desktop Metal"), acquired The ExOne Company, a Delaware corporation ("ExOne") pursuant to that certain Agreement and Plan of Merger, dated August 11, 2021, by and among ExOne, Desktop Metal, Texas Merger Sub I, Inc., a wholly owned subsidiary of Desktop Metal, and Texas Merger Sub II, LLC, a wholly owned subsidiary of Desktop Metal (the "Merger Agreement"). The acquisition is more fully described in ExOne's definitive proxy statement filed with the Securities and Exchange Commission on October 8, 2021. In accordance with the terms of the Merger Agreement, each share of ExOne's common stock (the "ExOne Shares") was exchanged for 2.1416 shares (the "Exchange Ratio") of Desktop Metal Class A common stock ("DM Common Stock") plus $8.50 in cash (together, the "Merger Consideration"). Each transaction reported in this Form 4 is an exempt transaction.
( 2 )Withholding and disposition for taxes on restricted stock.
( 3 )Each award of restricted shares of ExOne subject to the ExOne Change of Control Severance Plan ("ExOne COC RSAs") vested and were cancelled and the holder of such ExOne COC RSA received the Merger Consideration.
( 4 )Each award granted under the 2021 Executive Stock Performance Program was converted into ExOne Shares (the "ESPP Award"), with the shares subject to such ESPP Award becoming vested and such vested shares were cancelled and the holder received the Merger Consideration.
( 5 )Withholding and disposition of shares for taxes on ESPP Awards.
( 6 )Each outstanding vested option to purchase ExOne Shares was cancelled and the holder thereof became entitled to receive the excess of the Merger Consideration over the aggregate exercise price of such ExOne vested option, so long as such ExOne vested option's exercise price was less than the Merger Consideration, less applicable tax withholdings.

Remarks:
Chief Financial Officer and Treasurer

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.