Sec Form 4 Filing - Myerberg Jonah @ Desktop Metal, Inc. - 2025-04-02

Insider filing report for Changes in Beneficial Ownership
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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
Myerberg Jonah
2. Issuer Name and Ticker or Trading Symbol
Desktop Metal, Inc. [ DM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CHIEF TECHNOLOGY OFFICER
(Last) (First) (Middle)
C/O DESKTOP METAL, INC., 63 3RD AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
04/02/2025
(Street)
BURLINGTON, MA01803
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 04/02/2025 D( 1 ) 247,533 D 0 D
Class A Common Stock 04/02/2025 D( 1 ) 101,727 D 0 I By Spouse
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
Restricted Stock Units ( 2 )< /sup> 04/02/2025 D( 2 ) 78,896 ( 2 ) ( 2 ) Class A Common Stock 78,896 ( 2 ) 0 D
Stock Option $ 14.1 04/02/2025 D( 3 ) 3,213 ( 3 ) 06/10/2030 Class A Common Stock 3,213 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Myerberg Jonah
C/O DESKTOP METAL, INC.
63 3RD AVENUE
BURLINGTON, MA01803
CHIEF TECHNOLOGY OFFICER
Signatures
/s/ Larry O'Connell, Attorney-in-Fact 04/04/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger, dated as of July 2, 2024 (the "Merger Agreement"), by and among Desktop Metal, Inc. (the "Issuer"), Nano Dimension Ltd., an Israeli company ("Nano"), and Nano US I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Nano ("Merger Sub"), on April 2, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as an indirect wholly owned subsidiary of Nano. At the Effective Time, each outstanding share of Class A Common Stock was cancelled and converted into the right to receive $5.295 in cash, without interest (the "Per Share Merger Consideration").
( 2 )Pursuant to the Merger Agreement, at the Effective Time, each outstanding time-vesting restricted stock unit was cancelled and replaced with the grant by Nano of a restricted stock unit award of Nano.
( 3 )Pursuant to the Merger Agreement, at the Effective Time, each outstanding option was cancelled and converted into the right to receive an amount of cash equal to the product of (i) the excess of the Per Share Merger Consideration over the per share exercise price of such option, multiplied by (ii) the number of shares of common stock subject to the vested portion of the option immediately prior to the Effective Time, without interest and less applicable tax withholdings. Any options that have a per share exercise price equal to or exceeding the Per Share Merger Consideration were cancelled for no consideration.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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