04/03/2025 | Press release | Distributed by Public on 04/03/2025 17:07
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 | ||||||||
Restricted Stock Units | (1) | 04/01/2025 | M | 1,707 | (4) | (4) | Class A Common Stock | 1,707 | (1) | 76,795 | D | ||||
Restricted Stock Units | (5) | 04/02/2025 | D(5) | 76,795 | (5) | (5) | Class A Common Stock | 76,795 | (5) | 0 | D | ||||
Stock Option | $24.5657 | 04/02/2025 | D(6) | 1,831 | (6) | 05/10/2028 | Class A Common Stock | 1,831 | (6) | 0 | D | ||||
Stock Option | $27.7592 | 04/02/2025 | D(6) | 6,715 | (6) | 09/06/2028 | Class A Common Stock | 6,715 | (6) | 0 | D | ||||
Stock Option | $14.0025 | 04/02/2025 | D(6) | 8,464 | (6) | 06/10/2030 | Class A Common Stock | 8,464 | (6) | 0 | D | ||||
Stock Option | $14.0025 | 04/02/2025 | D(6) | 2,442 | (6) | 08/31/2030 | Class A Common Stock | 2,442 | (6) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Nogueira Thomas C/O DESKTOP METAL, INC. 63 THIRD AVENUE BURLINGTON, MA 01803 |
CHIEF OPERATING OFFICER |
/s/ Larry O'Connell, Attorney-in-Fact | 04/03/2025 | |
**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) | Each restricted stock unit represents a contingent right to receive one shares of the Issuer's Class A Common Stock. |
(2) | Represents shares of Class A Common Stock withheld by Desktop Metal, Inc. to cover tax withholding obligations in connection with the vesting of restricted stock units. |
(3) | Pursuant to the Agreement and Plan of Merger, dated as of July 2, 2024 (the "Merger Agreement"), by and among Desktop Metal, Inc. (the "Issuer"), Nano Dimension Ltd., an Israeli company ("Nano"), and Nano US I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Nano ("Merger Sub"), on April 2, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as an indirect wholly owned subsidiary of Nano. At the Effective Time, each outstanding share of Class A Common Stock was cancelled and converted into the right to receive $5.295 in cash, without interest (the "Per Share Merger Consideration"). |
(4) | The restricted stock units vested on April 1, 2025. The restricted stock units have no expiration date. |
(5) | Pursuant to the Merger Agreement, at the Effective Time, each outstanding time-vesting restricted stock unit was cancelled and replaced with the grant by Nano of a restricted stock unit award of Nano. |
(6) | Pursuant to the Merger Agreement, at the Effective Time, each outstanding option was cancelled and converted into the right to receive an amount of cash equal to the product of (i) the excess of the Per Share Merger Consideration over the per share exercise price of such option, multiplied by (ii) the number of shares of common stock subject to the vested portion of the option immediately prior to the Effective Time, without interest and less applicable tax withholdings. Any options that have a per share exercise price equal to or exceeding the Per Share Merger Consideration were cancelled for no consideration. |