Filing Details
- Accession Number:
- 0001193125-24-030338
- Form Type:
- 13G Filing
- Publication Date:
- 2024-02-08 19:00:00
- Filed By:
- North Bridge Venture Partners 7, L.p.
- Company:
- Markforged Holding Corp
- Filing Date:
- 2024-02-09
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| North Bridge Venture Management 7 | 0 | 29,126,742 | 0 | 29,126,742 | 29,126,742 | 14.7% |
| NBVM GP | 0 | 29,126,742 | 0 | 29,126,742 | 29,126,742 | 14.7% |
| North Bridge Venture Partners 7 | 0 | 29,126,742 | 0 | 29,126,742 | 29,126,742 | 14.7% |
| Edward T. Anderson | 67,873 | 29,126,742 | 67,873 | 29,126,742 | 29,194,615 | 14.7% |
| Richard A. D 146 Amore | 0 | 29,126,742 | 0 | 29,126,742 | 29,126,742 | 14.7% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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 in 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).
| CUSIP No. 57064N102 | 13G |
| 1. | NAMES OF REPORTING PERSONS
North Bridge Venture Management 7, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
0 | ||
| 6. | SHARED VOTING POWER
29,126,742 (1)(2) | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
29,126,742 (1)(2) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,126,742 (1)(2) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.7% (3) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| (1) | All such shares are held of record by NBVP 7 (as defined in Item 2(a) of the Original Schedule 13G (as defined in the Introductory Note below)). NBVM 7 (as defined in Item 2(a) of the Original Schedule 13G) is the general partner of NBVP 7 and may be deemed to have voting, investment and dispositive power with respect to these securities. NBVM GP (as defined in item 2(a) of the Original Schedule G) is the general partner of NBVM 7 and may be deemed to have voting, investment and dispositive power with respect to these securities. Edward T. Anderson and Richard A. DAmore are the managers of NBVM GP and may each be deemed to share voting, investment and dispositive power with respect to these securities. |
| (2) | Excludes 2,633,246 Earnout Shares that will be released from escrow upon certain conditions set forth in the Merger Agreement (as defined in the Original Schedule 13G). |
| (3) | Based on 198,415,076 shares of Common Stock outstanding as of November 13, 2023, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2023, filed with the United States Securities and Exchange Commission on November 13, 2023 (the Form 10-Q). |
| CUSIP No. 57064N102 | 13G |
| 1. | NAMES OF REPORTING PERSONS
NBVM GP, LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
0 | ||
| 6. | SHARED VOTING POWER
29,126,742 (1)(2) | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
29,126,742 (1)(2) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,126,742 (1)(2) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.7% (3) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| (1) | All such shares are held of record by NBVP 7 (as defined in Item 2(a) of the Original Schedule 13G). NBVM 7 (as defined in Item 2(a) of the Original Schedule 13G) is the general partner of NBVP 7 and may be deemed to have voting, investment and dispositive power with respect to these securities. NBVM GP (as defined in item 2(a) of the Original Schedule 13G) is the general partner of NBVM 7 and may be deemed to have voting, investment and dispositive power with respect to these securities. Edward T. Anderson and Richard A. DAmore are the managers of NBVM GP and may each be deemed to share voting, investment and dispositive power with respect to these securities. |
| (2) | Excludes 2,633,246 Earnout Shares that will be release from escrow upon certain conditions set forth in the Merger Agreement. |
| (3) | Based on 198,415,076 shares of Common Stock outstanding as of November 13, 2023, as reported by the Issuer in the Form 10-Q. |
| CUSIP No. 57064N102 | 13G |
| 1. | NAMES OF REPORTING PERSONS
North Bridge Venture Partners 7, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
0 | ||
| 6. | SHARED VOTING POWER
29,126,742 (1)(2) | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
29,126,742 (1)(2) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,126,742 (1)(2) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.7% (3) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| (1) | All such shares are held of record by NBVP 7 (as defined in Item 2(a) of the Original Schedule 13G). NBVM 7 (as defined in Item 2(a) of the Original Schedule 13G) is the general partner of NBVP 7 and may be deemed to have voting, investment and dispositive power with respect to these securities. NBVM GP (as defined in item 2(a) of the Original Schedule 13G) is the general partner of NBVM 7 and may be deemed to have voting, investment and dispositive power with respect to these securities. Edward T. Anderson and Richard A. DAmore are the managers of NBVM GP and may each be deemed to share voting, investment and dispositive power with respect to these securities. |
| (2) | Excludes 2,633,246 Earnout Shares that will be release from escrow upon certain conditions set forth in the Merger Agreement. |
| (3) | Based on 198,415,076 shares of Common Stock outstanding as of November 13, 2023, as reported by the Issuer in the Form 10-Q. |
| CUSIP No. 57064N102 | 13G |
| 1. | NAMES OF REPORTING PERSONS
Edward T. Anderson | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
67,873 (1) | ||
| 6. | SHARED VOTING POWER
29,126,742 (2)(3) | |||
| 7. | SOLE DISPOSITIVE POWER
67,873 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
29,126,742 (2)(3) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,194,615 (1)(2)(3) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.7% (4) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| (1) | Consists of 67,873 shares of Common Stock held directly by Mr. Anderson. Excludes 136,364 restricted stock units (RSUs), granted to Edward T. Anderson which are not vested, nor exercisable within 60 days of this Statement. |
| (2) | Consists of 29,126,742 shares held of record by NBVP 7 (as defined in Item 2(a) of the Original Schedule 13G). NBVM 7 (as defined in Item 2(a) of the Original Schedule 13G) is the general partner of NBVP 7 and may be deemed to have voting, investment and dispositive power with respect to these securities. NBVM GP (as defined in item 2(a) of the Original Schedule 13G) is the general partner of NBVM 7 and may be deemed to have voting, investment and dispositive power with respect to these securities. Edward T. Anderson and Richard A. DAmore are the managers of NBVM GP and may each be deemed to share voting, investment and dispositive power with respect to these securities. |
| (3) | Excludes 2,633,246 Earnout Shares that will be release from escrow upon certain conditions set forth in the Merger Agreement. |
| (4) | Based on 198,415,076 shares of Common Stock outstanding as of November 13, 2023, as reported by the Issuer in the Form 10-Q. |
| CUSIP No. 57064N102 | 13G |
| 1. | NAMES OF REPORTING PERSONS
Richard A. DAmore | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
0 | ||
| 6. | SHARED VOTING POWER
29,126,742 (1)(2) | |||
| 7. | SOLE DISPOSITIVE POWER
0 | |||
| 8. | SHARED DISPOSITIVE POWER
29,126,742 (1)(2) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,126,742 (1)(2) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.7% (3) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| (1) | All such shares are held of record by NBVP 7 (as defined in Item 2(a) of the Original Schedule 13G). NBVM 7 (as defined in Item 2(a) of the Original Schedule 13G) is the general partner of NBVP 7 and may be deemed to have voting, investment and dispositive power with respect to these securities. NBVM GP (as defined in item 2(a) of the Original Schedule 13G) is the general partner of NBVM 7 and may be deemed to have voting, investment and dispositive power with respect to these securities. Edward T. Anderson and Richard A. DAmore are the managers of NBVM GP and may each be deemed to share voting, investment and dispositive power with respect to these securities. |
| (2) | Excludes 2,633,246 Earnout Shares that will be release from escrow upon certain conditions set forth in the Merger Agreement. |
| (3) | Based on 198,415,076 shares of Common Stock outstanding as of November 13, 2023, as reported by the Issuer in the Form 10-Q. |
| CUSIP No. 57064N102 | 13G |
Introductory Note: This Amendment No. 1 (this Amendment) amends and supplements the Schedule 13G originally filed by the Reporting Persons with the United States Securities and Exchange Commission (the Commission) on July 26, 2021 (the Original Schedule 13G). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13G.
| Item 1(b). | Address of Issuers Principal Executive Offices: |
60 Tower Road,
Waltham, MA 02451
| Item 2(b) | Address of Principal Business Office, or if None, Residence: |
The address of the principal business office of each Reporting Person is 150 A Street, Suite 102, Needham, MA 02494
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
See Row 9 of the cover page for each Reporting Person and the corresponding footnotes.*
| (b) | Percent of class: |
See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.*
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.*
| (ii) | Shared power to vote or to direct the vote |
See Row 6 of the cover page for each Reporting Person and the corresponding footnotes.*
| (iii) | Sole power to dispose or to direct the disposition of |
See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.*
| (iv) | Shared power to dispose or to direct the disposition of |
See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.*
| * | Except to the extent of his or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record. |
| CUSIP No. 57064N102 | 13G |
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: February 9, 2024 | ||
| NORTH BRIDGE VENTURE PARTNERS 7, L.P. | ||
| By: North Bridge Venture Management 7, L.P. | ||
| Its: General Partner | ||
| By: NBVM GP, LLC | ||
| Its: General Partner | ||
| By: | /s/ Edward T. Anderson | |
| Name: | Edward T. Anderson | |
| Its: | Manager | |
| NORTH BRIDGE VENTURE MANAGEMENT 7, L.P. | ||
| By: NBVM GP, LLC | ||
| Its: General Partner | ||
| By: | /s/ Edward T. Anderson | |
| Name: | Edward T. Anderson | |
| Its: | Manager | |
| NBVM GP, LLC | ||
| By: | /s/ Edward T. Anderson | |
| Name: | Edward T. Anderson | |
| Its: | Manager | |
| /s/Edward T. Anderson | ||
| Name: Edward T. Anderson | ||
| /s/Richard A. DAmore | ||
| Name: Richard A. DAmore | ||