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* Hartz Kevin (Last) (First) (Middle) C/O MARKFORGED HOLDING CORPORATION 480 PLEASANT STREET (Street) WATERTOWN MA 02472 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/17/2020	3. Issuer Name and Ticker or Trading Symbol Markforged Holding Corp [ MKFG ]
		4. 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	5. If Amendment, Date of Original Filed (Month/Day/Year) 08/19/2020
			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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	2,797,500	(1)	I	See footnote(2)
Warrant to Purchase Class A Ordinary Shares (right to buy)	(3)	(3)	Class A Ordinary Shares	1,500,000	(3)	I	See footnote(2)

Explanation of Responses:

1. The shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination.

2. Reflects the proportionate amount of securities deemed to be beneficially owned by the Reporting Person in his capacity as a member of A-star LLC, the Issuer's sponsor. Of the Class B ordinary shares reported herein, 375,000 are subject to forfeiture to the extent that the underwriters' over-allotment option is not exercised. The Reporting Person disclaims beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

3. The warrants are exercisable for shares of Class A ordinary shares beginning on the later of 30 days after the closing of the Issuer's initial business combination and the first anniversary of its initial public offering and expire on the fifth anniversary of the Issuer's initial business combination.

Remarks:

This amendment is filed to reflect the ownership of Class A ordinary shares subject to forfeiture and to report the warrants in Table II.

	/s/ Stephen Karp, Attorney-in-Fact	02/25/2022
	** 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 5 (b)(v).
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