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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Altschuler Randolph
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
(Last)          (First)          (Middle)

C/O XOMETRY, INC., 7529 STANDISH PLACE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

12/1/2022
(Street)

DERWOOD, MD 20855
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 12/1/2022  S(1)  4369.00 D$42.3236 (2)656901.00 I Held by spouse 
Class A Common Stock 12/1/2022  S(1)  4791.00 D$43.322 (3)652110.00 I Held by spouse 
Class A Common Stock 12/1/2022  S(1)  840.00 D$44.0587 (4)651270.00 I Held by spouse 
Class A Common Stock 12/1/2022  S(5)  845.00 D$42.2076 (6)480403.00 I Held by the Altschuler Family Trust (2020) 
Class A Common Stock 12/1/2022  S(5)  1042.00 D$43.3125 (7)479361.00 I Held by the Altschuler Family Trust (2020) 
Class A Common Stock 12/1/2022  S(5)  113.00 D$43.96 479248.00 I Held by the Altschuler Family Trust (2020) 
Class A Common Stock 12/1/2022  S(8)  934.00 D$42.3435 (9)90648.00 I Held by the 2021 Tigers Trust 
Class A Common Stock 12/1/2022  S(8)  1066.00 D$43.545 (10)89582.00 I Held by the 2021 Tigers Trust 
Class A Common Stock 12/1/2022  S(11)  911.00 D$42.3042 (12)329622.00 I Held by The Matthew Sladkin Altschuler 2012 Trust 
Class A Common Stock 12/1/2022  S(11)  1025.00 D$43.406 (10)328597.00 I Held by The Matthew Sladkin Altschuler 2012 Trust 
Class A Common Stock 12/1/2022  S(11)  64.00 D$44.2224 (13)328533.00 I Held by The Matthew Sladkin Altschuler 2012 Trust 
Class A Common Stock 12/1/2022  S(14)  917.00 D$42.3051 (12)329616.00 I Held by The Noah Sladkin Altschuler 2012 Trust 
Class A Common Stock 12/1/2022  S(14)  1083.00 D$43.4269 (10)328533.00 I Held by The Noah Sladkin Altschuler 2012 Trust 
Class A Common Stock 12/1/2022  S(15)  906.00 D$42.2974 (16)329627.00 I Held by The Sasha Sladkin Altschuler 2012 Trust 
Class A Common Stock 12/1/2022  S(15)  981.00 D$43.2813 (17)328646.00 I Held by The Sasha Sladkin Altschuler 2012 Trust 
Class A Common Stock 12/1/2022  S(15)  113.00 D$43.96 328533.00 I Held by The Sasha Sladkin Altschuler 2012 Trust 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.83 to $42.82, 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), (4), (6), (7), (9), (10), (12), (13), (16) and (17) 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 $42.93 to $43.83, inclusive.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.96 to $44.225, inclusive.
(5) 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.
(6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.81 to $42.68, inclusive.
(7) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.82 to $43.68, inclusive.
(8) 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.
(9) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.85 to $42.82, inclusive.
(10) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.00 to $43.96, inclusive.
(11) 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.
(12) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.89 to $42.82, inclusive.
(13) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.06 to $44.24, inclusive.
(14) 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.
(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.
(16) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.89 to $42.875, inclusive.
(17) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.94 to $43.68, inclusive.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Altschuler Randolph
C/O XOMETRY, INC.
7529 STANDISH PLACE, SUITE 200
DERWOOD, MD 20855
X
Chief Executive Officer

Signatures
/s/ Kristie Scott, Attorney-in-Fact12/2/2022
**Signature of Reporting PersonDate


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 control number.
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