Sec Form 4/A Filing - Zuriff Laurence @ Xometry, Inc. - 2022-01-20

FORM 4/A 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 Zuriff Laurence 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 Strategy Officer (Last) (First) (Middle) C/O XOMETRY, INC., 7529 STANDISH PLACE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 01/20/2022 (Street) DERWOOD, MD20855 4. If Amendment, Date Original Filed (MM/DD/YY) 01/21/2022 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 Class A Common Stock 01/20/2022 S( 1 ) 367( 2 ) D $ 56.4804( 3 ) 297,615 I Held by the Jason Eric Zuriff Trust Class A Common Stock 01/20/2022 S( 1 ) 263( 2 ) D $ 54.9738( 4 ) 297,352 I Held by the Jason Eric Zuriff Trust Class A Common Stock 01/20/2022 S( 1 ) 78 D $ 53.4395( 5 ) 297,274( 2 ) I Held by the Jason Eric Zuriff Trust Class A Common Stock 01/20/2022 S( 1 ) 22 D $ 51.85 297,252( 2 ) I Held by the Jason Eric Zuriff Trust Class A Common Stock 01/20/2022 S( 6 ) 188 D $ 57.3677( 7 ) 297,980( 2 ) I Held by the Sophie Anna Zuriff 2020 Trust Class A Common Stock 01/20/2022 S( 6 ) 366( 2 ) D $ 56.4803( 8 ) 297,614 I Held by the Sophie Anna Zuriff 2020 Trust Class A Common Stock 01/20/2022 S( 6 ) 262( 2 ) D $ 54.9721( 4 ) 297,352 I Held by the Sophie Anna Zuriff 2020 Trust Class A Common Stock 01/20/2022 S( 6 ) 76 D $ 53.4461( 5 ) 297,276( 2 ) I Held by the Sophie Anna Zuriff 2020 Trust Class A Common Stock 01/20/2022 S( 6 ) 24 D $ 51.85 297,252( 2 ) I Held by the Sophie Anna Zuriff 2020 Trust Class A Common Stock 01/20/2022 S( 9 ) 377( 2 ) D $ 56.4835( 8 ) 297,542 I Held by the Zuriff Family 2020 Trust Class A Common Stock 01/20/2022 S( 9 ) 275( 2 ) D $ 54.9765( 4 ) 297,267 I Held by the Zuriff Family 2020 Trust Class A Common Stock 01/20/2022 S( 9 ) 80 D $ 53.4359( 5 ) 297,187( 2 ) I Held by the Zuriff Family 2020 Trust Class A Common Stock 01/20/2022 S( 9 ) 22 D $ 51.85 297,165( 2 ) I Held by the Zuriff Family 2020 Trust Class A Common Stock 01/20/2022 S( 10 ) 561 D $ 57.3676( 7 ) 195,052( 2 ) I Held by ZFI Capital, LP. Class A Common Stock 01/20/2022 S( 10 ) 1,114( 2 ) D $ 56.4809( 8 ) 193,938 I Held by ZFI Capital, LP. Class A Common Stock 01/20/2022 S( 10 ) 807( 2 ) D $ 54.975( 4 ) 193,131 I Held by ZFI Capital, LP. Class A Common Stock 01/20/2022 S( 10 ) 233 D $ 53.4395( 5 ) 192,898( 2 ) I Held by ZFI Capital, LP. Class A Common Stock 01/20/2022 S( 10 ) 66 D $ 51.85 192,832( 2 ) I Held by ZFI Capital, LP.

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zuriff Laurence C/O XOMETRY, INC. 7529 STANDISH PLACE, SUITE 200 DERWOOD, MD20855 X Chief Strategy Officer Signatures /s/ Kristie Scott, Attorney-in-Fact 01/27/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares sold in a transaction that was effected automatically pursuant to a Rule 10b-5 trading plan adopted by the Jason Eric Zuriff Trust at least 30 days prior to the trading date. ( 10 )Represents shares sold in a transaction that was effected automatically pursuant to a Rule 10b-5 trading plan adopted by ZFI Capital, L.P. at least 30 days prior to the trading date. ( 2 )This amendment is filed to correct certain erroneous lines in the Form 4 filed on January 21, 2022 reporting sales on January 20, 2022. This amendment corrects the number of shares sold and/or the amount of securities beneficially owned following a transaction for certain of the indirectly owned securities. This amended report does not report any new transactions or otherwise modify the transaction details that were previously reported. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.005 to $57.00, inclusive. The reporting person undertakes to provide to Xometry, Inc., any security holder of Xometry, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price in the ranges set forth in footnotes (3), (4), (5), (7) and (8) to this Form 4. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.64 to $55.61, inclusive. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.00 to $53.82, inclusive. ( 6 )Represents shares sold in a transaction that was effected automatically pursuant to a Rule 10b-5 trading plan adopted by the Sophia Anna Zuriff 2020 Trust at least 30 days prior to the trading date. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.01 to $57.56, inclusive. ( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.005 to $57.00, inclusive. ( 9 )Represents shares sold in a transaction that was effected automatically pursuant to a Rule 10b-5 trading plan adopted by the Zuriff Family 2020 Trust at least 30 days prior to the trading date.

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.
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