Sec Form 3 Filing - Benhaim David @ Markforged Holding Corp - 2021-07-14

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 Benhaim David 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) Chief Technology Officer (Last) (First) (Middle) C/O MARKFORGED HOLDING CORP., 480 PLEASANT STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/14/2021 (Street) WATERTOWN, MA02472 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 278,447 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) $ 0.07 ( 1 ) 06/17/2024 Common Stock 146,684 D Stock Option (Right to Buy) $ 0.07 ( 1 ) 03/16/2025 Common Stock 212,634 D Stock Option (Right to Buy) $ 0.15 ( 1 ) 04/26/2026 Common Stock 30,757 D Stock Option (Right to Buy) $ 0.22 ( 2 ) 06/20/2027 Common Stock 105,843 D Stock Option (Right to Buy) $ 0.89 ( 3 ) 02/08/2029 Common Stock 248,365 D Stock Option (Right to Buy) $ 2.18 ( 4 ) 10/21/2030 Common Stock 2,158,804 D Earnout Shares $ 0 ( 5 ) 07/14/2026 Common Stock 287,631 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Benhaim David C/O MARKFORGED HOLDING CORP. 480 PLEASANT STREET WATERTOWN, MA02472 Chief Technology Officer Signatures /s/ David Benhaim 07/14/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option is fully vested. ( 2 )This option shall vest 25% on June 21, 2018 then in equal 48 monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. ( 3 )This option shall vest 25% on February 2, 2020, then in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. ( 4 )This option shall vest in 48 equal monthly installment beginning on October 22, 2020, subject to the Reporting Person's continuous employment with the Issuer on each such date. ( 5 )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 287,631 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 156,890 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) 130,741 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

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