Bradley A Feld Form 4 Xometry / BRADLEY A FELD ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Foundry Group Next 2018, L.P.

(Last)

(First)

(Middle)

1050 WALNUT ST #210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Xometry, Inc. [ XMTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/02/2021		C		3,427,779	A	⁽¹⁾	3,427,779	I	See Footnote⁽²⁾
Class A Common Stock	07/02/2021		C		534,328	A	⁽¹⁾	534,328	I	See Footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series Seed-1 Preferred Stock	⁽¹⁾	07/02/2021		C			104,680	⁽¹⁾	⁽¹⁾	Class A Common Stock	104,680	$0.00	0	I	See Footnote⁽²⁾
Series Seed-2 Preferred Stock	⁽¹⁾	07/02/2021		C			46,054	⁽¹⁾	⁽¹⁾	Class A Common Stock	46,054	$0.00	0	I	See Footnote⁽²⁾
Series A-2 Preferred Stock	⁽¹⁾	07/02/2021		C			59,633	⁽¹⁾	⁽¹⁾	Class A Common Stock	59,633	$0.00	0	I	See Footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	07/02/2021		C			20,470	⁽¹⁾	⁽¹⁾	Class A Common Stock	20,470	$0.00	0	I	See Footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	07/02/2021		C			534,328	⁽¹⁾	⁽¹⁾	Class A Common Stock	534,328	$0.00	0	I	See Footnote⁽³⁾
Series C Preferred Stock	⁽¹⁾	07/02/2021		C			2,273,795	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,273,795	$0.00	0	I	See Footnote⁽²⁾
Series D Preferred Stock	⁽¹⁾	07/02/2021		C			803,748	⁽¹⁾	⁽¹⁾	Class A Common Stock	803,748	$0.00	0	I	See Footnote⁽²⁾
Series E Preferred Stock	⁽¹⁾	07/02/2021		C			119,399	⁽¹⁾	⁽¹⁾	Class A Common Stock	119,399	$0.00	0	I	See Footnote⁽²⁾

1. Name and Address of Reporting Person^*

Foundry Group Next 2018, L.P.

(Last)

(First)

(Middle)

1050 WALNUT ST #210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FG Next GP 2018, LLC

(Last)

(First)

(Middle)

1050 WALNUT ST #210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FELD BRADLEY A

(Last)

(First)

(Middle)

C/O FOUNDRY GROUP

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Levine Seth

(Last)

(First)

(Middle)

C/O FOUNDRY GROUP

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MCINTYRE RYAN A

(Last)

(First)

(Middle)

C/O FOUNDRY GROUP

1050 WALNUT STREET, SUITE 210

(Street)

BOULDER

80302

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock converted into shares of Class A Common Stock immediately prior to the closing of the Issuer's initial public offering (the "IPO") for no additional consideration, on a one-for-one basis, and had no expiration date.

2. Shares are held by Foundry Group Next 2018, L.P. ("2018 LP"). FG Next GP 2018, LLC ("2018 LLC") is the generalpartner of 2018 LP and may be deemed to beneficially own the shares held by 2018 LP. Brad Feld, Ryan McIntyre and Seth Levine are managing members of 2018 LLC, and may be deemed to share voting and investment power over theshares held by 2018 LP. Each of 2018 LLC, and Messrs. Feld, McIntyre and Levine disclaims beneficial ownership inthese shares except to the extent of his or its respective pecuniary interest therein.

3. Shares are held by Foundry Venture Capital 2016, L.P. ("2016 LP"). Foundry Venture 2016, LLC ("2016 LLC") is the general partner of 2016 LP and may be deemed to beneficially own the shares held by 2016 LP. Brad Feld, Ryan McIntyre and Seth Levine are managing members of 2016 LLC, and may be deemed to share voting and investment power over the shares held by 2016 LP. Each of 2016 LLC, and Messrs. Feld, McIntyre and Levine disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.

Remarks:

	Foundry Group Next 2018, L.P., By: FGNext GP 2018, LLC, its General Partner,By /s/ Bradley A. Feld, Managing Member	07/07/2021
	FG Next GP 2018, LLC, its GeneralPartner, By /s/ Bradley A. Feld, ManagingMember	07/07/2021
	/s/ Bradley A. Feld	07/07/2021
	/s/ Seth A. Levine	07/07/2021
	/s/ Ryan A. MacIntyre	07/07/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Bradley A Feld Form 4Xometry / BRADLEY A FELD ownership change