| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MKFG | Common Stock | Disposed to Issuer | $991,390 | -198,278 | -36% | $5.00 | 356,194 | 25 Apr 2025 | Direct | F1, F2 |
| transaction | MKFG | Common Stock | Disposed to Issuer | -356,194 | -100% | 0 | 25 Apr 2025 | Direct | F1, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MKFG | Earnout Shares | Disposed to Issuer | $314,980 | -62,996 | -100% | $5.00 | 0 | 25 Apr 2025 | Common Stock | 62,996 | Direct | F1, F4 |
Shai Terem is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | This Form 4 reports securities disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 25, 2024, by and among Nano Dimension Ltd. ("Parent"), Nano US II, Inc., an indirect wholly-owned subsidiary of Parent ("Merger Sub") and Markforged Holding Corporation (the "Company"). Pursuant to terms of the Merger Agreement, on April 25, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving as an indirect wholly-owned subsidiary of Parent. |
| F2 | Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of the Company's common stock, par value $0.0001 per share (the "Company Common Stock") was cancelled and converted automatically into the right to receive $5.00 per share in cash, without interest and less any applicable withholding tax (the "Merger Consideration"). |
| F3 | Represents restricted stock units issued pursuant to the Company's 2021 Stock Option and Incentive Plan (each, a "Company RSU"). Each Company RSU represented a contingent right to receive one share of Company Common Stock upon settlement for no consideration. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Company RSU that was outstanding immediately prior to the Effective Time was cancelled and converted automatically into a restricted stock unit award of Parent, which were granted on similar terms and conditions as were applicable to the unvested Company RSUs that were cancelled. |
| F4 | Each Earnout Share represented a contingent right to acquire one share of Company Common Stock upon the satisfaction of certain price thresholds. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Earnout Share was cancelled and converted into the right to receive a cash payment equal to the Merger Consideration. |