Sec Form 4 Filing - Driscoll Craig @ Xometry, Inc. - 2022-06-01

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Driscoll Craig 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 7529 STANDISH PLACE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2022 (Street) DERWOOD, MD20855 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/01/2022 J( 1 ) 120,784 D $ 0 360,644 I See Footnote( 2 ) Class A Common Stock 06/01/2022 J( 3 ) 3,624 A $ 0 3,624 I See Footnote( 4 ) Class A Common Stock 06/01/2022 J( 5 ) 3,624 D $ 0 0 I See Footnote( 4 ) Class A Common Stock 06/01/2022 J( 6 ) 162 A $ 0 162 D Class A Common Stock 06/01/2022 J( 7 ) 509 A $ 0 671 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Driscoll Craig 7529 STANDISH PLACE SUITE 200 DERWOOD, MD20855 X Signatures /s/ Craig Driscoll 06/02/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Highland Leaders Fund I, L.P. ("HLF I") to its partners. ( 2 )These shares are held of record by HLF I. The general partner of HLF I is Highland Leaders Fund I GP, L.P. ("HLF I GP LP"), whose general partner is Highland Leaders Fund I GP, LLC ("HLF I GP LLC"). The Reporting Person is a managing member of HLF I GP LLC and may be deemed to have voting and dispositive power over the shares held by HLF I. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein, and the filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein. ( 3 )Represents a change in the form of ownership of HLF I GP LP by virtue of the receipt of shares in the pro-rata in-kind distribution of Class A Common Stock of the Issuer for no consideration by HLF I. ( 4 )These shares are held by HLF I GP LP. The general partner of HLF I GP LP is HLF I GP LLC. The Reporting Person is a managing member of HLF I GP LLC and may be deemed to have voting and dispositive power over the shares held by HLF I GP LP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein, and the filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein. ( 5 )Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by HLF I GP LP to its partners. ( 6 )Represents a change in the form of ownership of the Reporting Person by virtue of receipt of shares as a result of a pro-rata in-kind distribution by HLF I GP LP. ( 7 )Represents a change in the form of ownership of the Reporting Person by virtue of receipt of shares as a result of a pro-rata in-kind distribution by Highland Management Partners 9 Limited Partnership ("HMP 9 LP"). The Reporting Person is a limited partner of HMP 9 LP but does not share voting, investment or dispositive power with respect to securities held by HMP 9 LP or the investment funds for which HMP 9 LP serves as general partner.

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).

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