04/25/2025 | Press release | Distributed by Public on 04/25/2025 13:42
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
VanDevender Aaron C/O MARKFORGED HOLDING CORPORATION 60 TOWER ROAD WALTHAM, MA 02451 |
X |
/s/ Shai Terem, as Attorney-in-Fact | 04/25/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | 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. |
(2) | 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"). |
(3) | 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. |