Sec Form 3 Filing - Altschuler Randolph @ Xometry, Inc. - 2021-06-29

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 Altschuler Randolph 2. Issuer Name and Ticker or Trading Symbol Xometry, Inc. [ XMTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 7529 STANDISH PLACE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 06/29/2021 (Street) DERWOOD, MD20855 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 1,068,003 D Common Stock 105,000 I See Footnote ( 1 ) Common Stock 347,222 I See Footnote ( 2 ) Common Stock 347,222 I See Footnote ( 3 ) Common Stock 347,222 I See Footnote ( 4 ) Common Stock 500,000 I See Footnote ( 5 ) Common Stock 386,667 I See Footnote ( 6 )

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) $ 1.65 ( 7 ) 01/29/2028 Common Stock 99,869 D Stock Option (right to buy) $ 3.65 ( 8 ) 08/07/2029 Common Stock 231,974 D Stock Option (right to buy) $ 12.32 ( 9 ) 03/27/2031 Common Stock 142,275 D Series Seed-1 Preferred Stock ( 10 ) ( 10 ) ( 10 ) Common Stock 325,000 I See Footnote ( 6 ) Series Seed-1 Preferred Stock ( 10 ) ( 10 ) ( 10 ) Common Stock 325,000 D Series Seed-2 Preferred Stock ( 10 ) ( 10 ) ( 10 ) Common Stock 51,095 D Series A-1 Preferred Stock ( 10 ) ( 10 ) ( 10 ) Common Stock 31,213 D Series A-1 Preferred Stock ( 10 ) ( 10 ) ( 10 ) Common Stock 19,476 I See Footnote ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Altschuler Randolph 7529 STANDISH PLACE SUITE 200 DERWOOD, MD20855 X Chief Executive Officer Signatures /s/ Dorothy Vinsky, Attorney-in-Fact 07/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Held by the 2021 Tigers Trust, over which the Reporting Person may be deemed to exercise voting control. ( 2 )Held by the Matthew Sladkin Altschuler 2012 Trust, over which the Reporting Person may be deemed to exercise voting control. ( 3 )Held by the Noah Sladkin Altschuler 2012 Trust, over which the Reporting Person may be deemed to exercise voting control. ( 4 )Held by the Sasha Sladkin Altschuler 2012 Trust, over which the Reporting Person may be deemed to exercise voting control. ( 5 )Held by the Altschuler Family Trust (2020), over which the Reporting Person may be deemed to exercise voting control. ( 6 )Held by Cheryl Altschuler, Reporting Person's spouse. ( 7 )One quarter (1/4) of the shares vested on January 1, 2019, and thereafter, the remainder of the shares vest in 36 equal monthly installments, subject to the Reporting Person's continuous service. ( 8 )One quarter (1/4) of the shares vested on May 2, 2020, and thereafter, the remainder of the shares vest in 36 equal monthly installments, subject to the Reporting Person's continuous service. ( 9 )One quarter (1/4) of the shares shall vest on January 1, 2022, and thereafter, the remainder of the shares shall vest in 36 equal monthly installments, subject to the Reporting Person's continuous service. ( 10 )Each share of Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, and Series A-1 Preferred Stock is convertible at any time at the option of theholder, without payment of additional consideration, into Common Stock, on a one-for-one basis, has no expiration date and is expected toautomatically convert into shares of Class A Common Stock immediately prior to the closing of the Issuer's initial public offering.

Remarks: Exhibit List -- 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).

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

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