Statement of Changes in Beneficial Ownership (4)

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 ^* Mayerhofer Kathy	2. Issuer Name and Ticker or Trading Symbol Xometry, Inc. [ XMTR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Sales Officer
(Last) (First) (Middle) 7529 STANDISH PLACE, SUITE 200	3. Date of Earliest Transaction (MM/DD/YYYY) 12/14/2021
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/14/2021		M		1042.00	A	$1.26	77291.00	D
Class A Common Stock	12/14/2021		M		3542.00	A	$3.65	80833.00	D
Class A Common Stock	12/14/2021		M		9375.00	A	$1.68	90208.00	D
Class A Common Stock	12/14/2021		M		1041.00	A	$1.65	91249.00	D
Class A Common Stock	12/14/2021		S		9375.00	D	$42.5179 ⁽¹⁾	81874.00	D
Class A Common Stock	12/14/2021		S		1041.00	D	$42.5179 ⁽¹⁾	80833.00	D
Class A Common Stock	12/14/2021		S		1042.00	D	$42.5179 ⁽¹⁾	79791.00	D
Class A Common Stock	12/14/2021		S		3542.00	D	$42.5179 ⁽¹⁾	76249.00	D

*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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$1.26	12/14/2021		M			1042.00	⁽²⁾	3/22/2027	Class A Common Stock	1042.00	$0.00	0.00	D
Stock Option (Right to Buy)	$1.65	12/14/2021		M			1041.00	⁽³⁾	1/29/2028	Class A Common Stock	1041.00	$0.00	105.00	D
Stock Option (Right to Buy)	$1.68	12/14/2021		M			9375.00	⁽⁴⁾	2/19/2029	Class A Common Stock	9375.00	$0.00	12188.00	D
Stock Option (Right to Buy)	$3.65	12/14/2021		M			3542.00	⁽⁵⁾	4/27/2030	Class A Common Stock	3542.00	$0.00	16458.00	D

Explanation of Responses:
(1)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.38 to $42.98, 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 within this price range.
(2)	Fully vested.
(3)	One quarter (1/4) of the shares vested on January 1, 2019, and thereafter, the remainder of the shares vest in 36 monthly installments, subject to the Reporting Person's continuous service.
(4)	One quarter (1/4) of the shares vested on January 1, 2020, and thereafter, the remainder of the shares vest in 36 monthly installments, subject to the Reporting Person's continuous service.
(5)	One quarter (1/4) of the shares vested on January 1, 2021, and thereafter, the remainder of the shares vest in 36 monthly installments, subject to the Reporting Person's continuous service.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Mayerhofer Kathy 7529 STANDISH PLACE SUITE 200 DERWOOD, MD 20855			Chief Sales Officer