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Share Name | Share Symbol | Market | Type |
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one | NYSE:AONE | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 8.56 | 0 | 01:00:00 |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
MARKFORGED HOLDING CORPORATION
(Name of Issuer)
Common stock, $0.0001 par value per share
(Title of Class of Securities)
57064N102
(CUSIP Number)
Gregory Mark
c/o Markforged Holding Corporation
480 Pleasant Street
Watertown, MA 02472
(866) 496-1805
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 11, 2022
(Date of Event Which Requires Filing of Statement on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Name of Reporting Person: Gregory Mark Check the Appropriate Box
if a Member of a Group (See Instructions): (a) ☐ (b) ☐ SEC Use Only: Source of Funds (See
Instructions): PF, OO Check Box if Disclosure of
Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ Citizenship or Place of
Organization: United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: Sole Voting Power 14,288,048 Shared Voting Power Sole Dispositive Power 14,288,048 Shared Dispositive Power Aggregate Amount Beneficially Owned by Each Reporting Person: 14,288,048 Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions): ☐ Percent of Class
Represented by Amount in Row (11): 7.6% (1) Type of Reporting Person
(See Instructions): IN Pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), the percent of class was calculated based on 187,102,821 shares of Common Stock outstanding as of March 30, 2022, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022.
Except as set forth in this Amendment No.1 (this Amendment), the initial Schedule 13D that was
filed on January 28, 2022 (the Initial Filing) remains in effect, and capitalized terms used herein but not defined herein have such respective meanings, as defined in such Initial Filing. The information set forth in response to
each separate Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits to the Initial Filing is expressly incorporated herein by reference and the response to each Item of
this Amendment is qualified in its entirety by the provisions of such Exhibits. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended to replace the last paragraph thereof with the text set forth below: Between January 26, 2022 and April 12, 2022, the Reporting Person sold an aggregate 1,944,246 shares of Common Stock as described in Item 5(c)
below. As of April 12, 2022, the Reporting Person may be deemed to beneficially own 14,288,048 shares of Common Stock of the Issuer as reflected in
this Amendment. ITEM 4. PURPOSE OF TRANSACTION Item 3 is hereby amended to replace the second sentence of the last paragraph thereof with the text set forth below: As reported in this Amendment, as of April 12, 2022 the Reporting Person may be deemed to beneficially own 14,288,048 shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Paragraphs (a) and (b) of Item 5 are hereby amended and restated in their entirety as follows: (a) and (b) Amount beneficially owned:
14,288,048 Percent of
Class: 7.6% Number of
shares the Reporting Person has: Sole power to vote or direct the vote: 14,288,048 Shared power to vote: 0 Sole power to dispose or
direct the disposition of: 14,288,048 Shared power to dispose or direct the disposition of: 0 The share amount reported herein consists of 14,170,848 shares of Common Stock held by
the Reporting Person and an option to purchase 117,200 shares of Common Stock held by the Reporting Person. The above percentage is based on 187,102,821 shares of Common Stock outstanding as of March 30, 2022, as reported by the Issuer in its Annual Report on
Form 10-K filed with the Securities and Exchange Commission on March 31, 2022. Paragraph (c) of Item 5 is hereby amended to add the following paragraph at the end thereof: Except as described in Item 3 above and in this Item 5(c), the Reporting Person has not
effected any transactions in the Common Stock during the 60-day period ended April 12, 2022. Annex A-1 attached hereto sets forth the transactions in the
Common Stock that were effected during the 60-day period ended April 12, 2022. The transactions in the Common Stock described on Annex A-1 were effected on
securities exchanges unless otherwise indicated therein.
SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 13, 2022 /s/ Gregory Mark
Annex A-1 Transactions in Common Stock (60-day period ended April 12, 2022) Reporting Person Gregory Mark Gregory Mark Gregory Mark Gregory Mark Gregory Mark Gregory Mark Gregory Mark Gregory Mark Gregory Mark Gregory Mark Gregory Mark Gregory Mark Gregory Mark Gregory Mark Gregory Mark Gregory Mark Gregory Mark Gregory Mark Gregory Mark Gregory Mark Gregory Mark Gregory Mark Gregory Mark The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $4.34 to $4.54. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $4.54 to $4.73. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $4.55 to $4.85. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $4.67 to $4.81. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $4.53 to $4.75. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $3.96 to $4.46. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $3.82 to $4.07. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $3.58 to $3.98. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $3.75 to $4.09. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $3.75 to $4.06. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $3.72 to $4.09. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $3.57 to $3.75. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $3.26 to $3.62. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $3.08 to $3.30. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $3.13 to $3.60. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $3.23 to $3.51. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $3.41 to $3.54. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $3.29 to $3.48. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $3.17 to $3.49. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $2.95 to $3.20. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $2.95 to $3.17. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $3.74 to $3.90. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices
ranging from $3.77 to $3.96. The Reporting Person undertakes to provide the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
CUSIP No. 57064N102
SCHEDULE 13D
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Gregory Mark
Trade Date
Amount
Trade Price
Buy/Sell
Execution Type
February 14, 2022
41,981
$
4.4496
(1)
Sell
NYSE
February 15, 2022
44,091
$
4.6600
(2)
Sell
NYSE
February 16, 2022
51,372
$
4.7425
(3)
Sell
NYSE
February 17, 2022
84,883
$
4.7419
(4)
Sell
NYSE
February 18, 2022
78,303
$
4.6429
(5)
Sell
NYSE
February 22, 2022
63,599
$
4.0717
(6)
Sell
NYSE
February 23, 2022
32,800
$
3.9439
(7)
Sell
NYSE
February 24, 2022
63,872
$
3.8282
(8)
Sell
NYSE
February 25, 2022
82,657
$
3.9324
(9)
Sell
NYSE
February 28, 2022
83,922
$
3.9054
(10)
Sell
NYSE
March 1, 2022
65,724
$
3.8802
(11)
Sell
NYSE
March 2, 2022
35,268
$
3.6402
(12)
Sell
NYSE
March 3, 2022
58,577
$
3.3559
(13)
Sell
NYSE
March 4, 2022
60,513
$
3.1866
(14)
Sell
NYSE
March 7, 2022
125,058
$
3.4175
(15)
Sell
NYSE
March 8, 2022
75,110
$
3.4089
(16)
Sell
NYSE
March 9, 2022
52,173
$
3.4782
(17)
Sell
NYSE
March 10, 2022
38,800
$
3.3407
(18)
Sell
NYSE
March 11, 2022
50,679
$
3.2797
(19)
Sell
NYSE
March 14, 2022
54,600
$
3.0365
(20)
Sell
NYSE
March 15, 2022
86,361
$
3.0579
(21)
Sell
NYSE
April 11, 2022
44,859
$
3.8156
(22)
Sell
NYSE
April 12, 2022
78,002
$
3.8923
(23)
Sell
NYSE
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