Sec Form 3 Filing - Mark Gregory @ 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 Mark Gregory 2. Issuer Name and Ticker or Trading Symbol Markforged Holding Corp [ MKFG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MARKFORGED HOLDING CORPORATION, 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 19,301,998 D Common Stock 2,669,863 I By: The Gregory Mark Irrevocable Family Trust ( 1 ) Common Stock 1,334,932 I By: The Gregory Mark 2020 Grantor Retained Annuity Trust ( 2 )

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) $ 2.18 ( 3 ) 10/21/2030 Common Stock 401,823 D Earnout Shares $ 0 ( 4 ) 07/14/2026 Common Stock 1,781,353 D Earnout Shares $ 0 ( 5 ) 07/14/2026 Common Stock 241,373 I By: The Gregory Mark Irrevocable Family Trust ( 1 ) Earnout Shares $ 0 ( 6 ) 07/14/2026 Common Stock 120,686 I By: The Gregory Mark 2020 Grantor Retained Annuity Trust ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mark Gregory C/O MARKFORGED HOLDING CORPORATION 480 PLEASANT STREET WATERTOWN, MA02472 X X Signatures /s/ Stephen Karp, Attorney-in-Fact for Gregory T. Mark 07/14/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Trustees of The Gregory Mark Irrevocable Family Trust are the reporting person and two immediate family members. Voting and investment power of the shares is exercised by the reporting person and his co-trustees. ( 2 )The Trustee of The Gregory Mark 2020 Grantor Retained Annuity Trust is the reporting person. ( 3 )This stock option shall vest over four years, with 25% of the shares vesting 12 months after the vesting commencement date, and 1/48 of the shares shall vest on each monthly anniversary. ( 4 )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, Gregory Mark., received the right to acquire 1,781,353 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 971,647 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) 809,706 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. ( 5 )On the Closing Date, The Gregory Mark Irrevocable Family Trust., received the right to acquire 241,373 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 131,658 of which will be released from escrow if the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $12.50; and (ii) 109,715 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. ( 6 )On the Closing Date, The Gregory Mark 2020 Grantor Retained Annuity Trust, received the right to acquire 120,686 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 65,829 of which will be released from escrow if the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $12.50; and (ii) 54,857 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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