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Form 4 Xometry, Inc. For: Oct 03 Filed by: Altschuler Randolph

October 5, 2022 9:03 PM EDT
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 *
Altschuler Randolph

(Last) (First) (Middle)
C/O XOMETRY, INC.
7529 STANDISH PLACE, SUITE 200

(Street)
DERWOOD MD 20855

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/03/2022
4. 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 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)
Code V Amount (A) or (D) Price
Class A Common Stock 10/03/2022   S (1)   4,044 D $ 57.9721 (2) 677,226 I Held by spouse
Class A Common Stock 10/03/2022   S (1)   5,729 D $ 58.6457 (3) 671,497 I Held by spouse
Class A Common Stock 10/03/2022   S (1)   227 D $ 59.34 671,270 I Held by spouse
Class A Common Stock 10/03/2022   S (4)   1,382 D $ 58.1497 (5) 483,866 I Held by the Altschuler Family Trust (2020)
Class A Common Stock 10/03/2022   S (4)   618 D $ 58.925 (6) 483,248 I Held by the Altschuler Family Trust (2020)
Class A Common Stock 10/03/2022   S (7)   1,432 D $ 58.1276 (8) 94,150 I Held by the 2021 Tigers Trust
Class A Common Stock 10/03/2022   S (7)   568 D $ 58.9112 (9) 93,582 I Held by the 2021 Tigers Trust
Class A Common Stock 10/03/2022   S (10)   1,459 D $ 58.1808 (11) 333,074 I Held by The Matthew Sladkin Altschuler 2012 Trust
Class A Common Stock 10/03/2022   S (10)   541 D $ 58.945 (12) 332,533 I Held by The Matthew Sladkin Altschuler 2012 Trust
Class A Common Stock 10/03/2022   S (13)   1,469 D $ 58.1794 (11) 333,064 I Held by The Noah Sladkin Altschuler 2012 Trust
Class A Common Stock 10/03/2022   S (13)   531 D $ 58.9167 (14) 332,533 I Held by The Noah Sladkin Altschuler 2012 Trust
Class A Common Stock 10/03/2022   S (15)   1,352 D $ 58.1275 (11) 333,181 I Held by The Sasha Sladkin Altschuler 2012 Trust
Class A Common Stock 10/03/2022   S (15)   648 D $ 58.8782 (6) 332,533 I Held by The Sasha Sladkin Altschuler 2012 Trust
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents shares sold in a transaction that was effected automatically pursuant to a Rule 10b-5 trading plan adopted by the reporting person's spouse, at least 30 days prior to the trading date.
10. Represents shares sold in a transaction that was effected automatically pursuant to a Rule 10b-5 trading plan adopted by The Matthew Sladkin Altschuler 2012 Trust at least 30 days prior to the trading date.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.55 to $58.53, inclusive.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.605 to $59.23, inclusive.
13. Represents shares sold in a transaction that was effected automatically pursuant to a Rule 10b-5 trading plan adopted by The Noah Sladkin Altschuler 2012 Trust Trust at least 30 days prior to the trading date.
14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.61 to $59.23, inclusive.
15. Represents shares sold in a transaction that was effected automatically pursuant to a Rule 10b-5 trading plan adopted by The Sasha Sladkin Altschuler 2012 Trust at least 30 days prior to the trading date.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.27 to $58.265, inclusive. The reporting person undertakes to provide to Xometry, Inc., any security holder of Xometry, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price in the ranges set forth in footnotes (2), (3), (5), (6), (8), (9), (11), (12) and (14) to this Form 4.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.285 to $59.23, inclusive.
4. Represents shares sold in a transaction that was effected automatically pursuant to a Rule 10b-5 trading plan adopted by The Altschuler Family Trust (2020) at least 30 days prior to the trading date.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.55 to $58.535, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.63 to $59.23, inclusive.
7. Represents shares sold in a transaction that was effected automatically pursuant to a Rule 10b-5 trading plan adopted by the 2021 Tigers Trust at least 30 days prior to the trading date.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.55 to $58.54, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.625 to $59.23, inclusive.
/s/ Kristie Scott, Attorney-in-Fact 10/05/2022
** 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.
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.


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