Sec Form 3 Filing - Terem Shai @ 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 Terem Shai 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (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

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) $ 2.11 ( 1 ) 11/12/2029 Common Stock 3,931,220 D Stock Option (Right to Buy) $ 2.18 ( 2 ) 10/21/2030 Common Stock 2,819,775 D Earnout Shares $ 0 ( 3 ) 07/14/2026 Common Stock 610,333 D

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

Explanation of Responses:

( 1 )This option shall vest 25% on November 13, 2020, then in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. ( 2 )This option shall vest 25% on October 22, 2021, then in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. ( 3 )On July 14, 2021 (the "Closing Date") one, the Issuer's predecessor, consummated the business combination (the "Business Combaination") 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 610,333 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 332,909 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) 277,424 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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