SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Zuriff Laurence

(Last)

(First)

(Middle)

7529 STANDISH PLACE

SUITE 200

(Street)

DERWOOD

20855

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2021

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,147,916	D
Common Stock	300,000	I	See Footnote⁽¹⁾
Common Stock	300,000	I	See Footnote⁽²⁾
Common Stock	300,000	I	See Footnote⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽⁴⁾	01/29/2028	Common Stock	14,584	$1.65	D
Stock Option (right to buy)	⁽⁵⁾	08/07/2029	Common Stock	129,360	$3.65	D
Series Seed-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	128,102	⁽⁶⁾	I	See Footnote⁽⁷⁾
Series Seed-2 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	43,796	⁽⁶⁾	I	See Footnote⁽⁷⁾
Series A-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	29,278	⁽⁶⁾	I	See Footnote⁽⁷⁾

Explanation of Responses:

1. Held by the Jason Eric Zuriff Trust, over which the Reporting Person may be deemed to exercise voting control.

2. Held by the Sophie Anna Zuriff 2020 Trust, over which the Reporting Person may be deemed to exercise voting control.

3. Held by the Zuriff Family 2020 Trust, over which the Reporting Person may be deemed to exercise voting control.

4. One quarter (1/4) of the shares vested on January 1, 2019, and thereafter, the remainder of the shares vest in 36 equal monthly installments, subject to the Reporting Person's continuous service.

5. One quarter (1/4) of the shares vested on May 2, 2020, and thereafter, the remainder of the shares vest in 36 equal monthly installments, subject to the Reporting Person's continuous service.

6. Each share of Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, and Series A-1 Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into Common Stock, on a one-for-one basis, has no expiration date and is expected to automatically convert into shares of Class A Common Stock immediately prior to the closing of the Issuer's initial public offering.

7. Held by ZFI Capital,LP. The Reporting Person is the General Partner of ZFI Capital, LP.

Remarks:

Exhibit List -- Exhibit 24 -- Power of Attorney

	/s/ Dorothy Vinsky, Attorney-in-Fact	07/01/2021
	** 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 5 (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.
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 Number.