If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP
No. 89628U108
|
13D
|
Page
1 of 6 pages
|
1
|
Names of Reporting Persons
Ric Fulop
|
2
|
Check the Appropriate
Box if a Member of a Group
|
(a)
[ ]
(b) [ ]
|
3
|
SEC Use Only
|
4
|
Source of Funds (See
Instructions)
OO
|
5
|
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
|
6
|
Citizenship or Place
of Organization
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
Sole Voting Power
20,095,149
|
8
|
Shared Voting Power
1,886,781
|
9
|
Sole Dispositive Power
20,095,149
|
10
|
Shared Dispositive Power
1,886,781
|
11
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
21,981,930
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13
|
Percent of Class Represented
by Amount in Row (11)
9.7%
|
14
|
Type of Reporting Person
IN
|
CUSIP
No. 89628U108
|
13D
|
Page
2 of 6 pages
|
|
Item 1.
|
Security
and Issuer.
|
This statement
on Schedule 13D (the “Schedule 13D”) relates to the shares of Class A Common Stock, par value $0.0001 per share (the
“Common Stock”), of Desktop Metal, Inc., a Delaware corporation (the “Issuer”) whose principal executive
office is located at 63 3rd Avenue, Burlington, MA 01803.
Prior to
the Business Combination (as defined below), the Issuer was known as Trine Acquisition Corp. (“Trine”).
|
Item 2.
|
Identity
and Background.
|
The Schedule
13D is being filed by Ric Fulop, a citizen of the United States (the “Reporting Person”). The business address of
the Reporting Person is c/o Desktop Metal, Inc., 63 Third Avenue, Burlington, MA 01803. The Reporting Person’s present principal
occupation is Chief Executive Officer and Chairman of the Issuer.
During the
last five years, the Reporting Person has not been (i) convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
Item 3.
|
Source
and Amount of Funds or Other Consideration.
|
Item 4 below
summarizes certain provisions of the Merger Agreement (as defined below) that pertain to the securities acquired by the Reporting
Person. Pursuant to the Merger Agreement, upon consummation of the Business Combination, the shares of common stock of Desktop
Metal Operating, Inc. (formerly known as Desktop Metal, Inc.), a Delaware corporation (“Old Desktop”), beneficially
owned by the Reporting Person were automatically converted into 21,981,930 shares of Common Stock.
|
Item 4.
|
Purpose
of Transaction.
|
Business Combination
On December
9, 2020, pursuant to the agreement and plan of merger (the “Merger Agreement”), dated as of August 26, 2020, by and
among Trine, Sparrow Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Trine (“Merger Sub”),
and Old Desktop, Merger Sub merged with and into Old Desktop with Old Desktop being the surviving company in the merger (the “Merger”
and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). As a
result of the Merger, Trine owned 100% of the outstanding common stock of Old Desktop as the surviving company in the Merger and
each outstanding share of common and preferred stock of Old Desktop was cancelled and extinguished and collectively converted
into the right to receive shares of the Common Stock on a one-to-1.221218442 basis in accordance with the Merger Agreement. As
a result of the
CUSIP
No. 89628U108
|
13D
|
Page
3 of 6 pages
|
Business Combination, the Reporting
Person and certain trusts over which the Reporting Person shares voting and investment control with his wife received an aggregate
of 21,981,930 shares of Common Stock.
Registration Rights Agreement
In connection
with the execution of the Merger Agreement, Trine and certain stockholders of Desktop Metal and Trine entered into a registration
rights agreement (the “Registration Rights Agreement”), which took effect upon the consummation of the Business Combination.
Pursuant to the Registration Rights Agreement, the Reporting Person is entitled to demand registration rights, shelf registration
rights and piggyback registration rights.
The foregoing
description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of such agreement, which is attached as an exhibit to the Schedule 13D and is incorporated herein by reference.
Lockup Agreement
In connection
with the execution of the Merger Agreement, certain Desktop Metal stockholders, including the Reporting Person, entered into that
certain Confidentiality and Lockup Agreement, as well as an amendment to that certain Investors’ Rights Agreement, (collectively,
the “Lockup Agreements”). Pursuant to the Lockup Agreements, the Reporting Person has agreed that he will not, during
the period beginning at the effective time of the Business Combination and continuing to and including the date that is one hundred
eighty (180) days after the date of closing of the Business Combination, directly or indirectly, offer, sell, contract to sell,
pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any options or
warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right
to receive shares of Common Stock, or any interest in any of the foregoing (in each case, subject to certain exceptions set forth
in the Lockup Agreements).
General
The Reporting
Person acquired the securities described in this Schedule 13D in connection with the closing of the Business Combination and intends
to review its investments in the Issuer on a continuing basis. Any actions the Reporting Person might undertake may be made at
any time and from time to time without prior notice and will be dependent upon the Reporting Person’s review of numerous
factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations
and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness
of alternative business and investment opportunities; and other future developments.
The Reporting
Person, subject to certain provisions of the law, may acquire additional securities of the Issuer, or retain or sell all or a
portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Person
may engage in discussions with management, the board of directors, and stockholders of the Issuer and other relevant parties or
encourage, cause or seek to cause the Issuer or such persons to consider or
CUSIP
No. 89628U108
|
13D
|
Page
4 of 6 pages
|
explore extraordinary corporate
transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration
of the Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer;
or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition
of the board of directors.
Other than
as described above, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any
of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting
Person may change its purpose or formulate different plans or proposals with respect thereto at any time.
|
Item 5.
|
Interest
in Securities of the Issuer.
|
(a) – (b)
|
·
|
Amount
beneficially owned: 21,981,930
|
|
·
|
Number
of shares the Reporting Person has:
|
|
o
|
Sole
power to vote or direct the vote: 20,095,149
|
|
o
|
Shared
power to vote: 1,886,781
|
|
o
|
Sole
power to dispose or direct the disposition of: 20,095,149
|
|
o
|
Shared
power to dispose or direct the disposition of: 1,886,781
|
The above share amount includes
20,095,149 shares of Common Stock held of record by the Reporting Person, 628,927 shares of Common Stock held of record by Bluebird
Trust, 628,927 shares of Common Stock held of record by Khaki Campbell Trust and 628,927 shares of Common Stock held of record
by Red Tailed Hawk Trust. The Reporting Person, along with his wife, maintains voting and investment power over the shares held
of record by each of the trusts.
The above percentage is based
on 226,704,981 shares of Common Stock outstanding following completion of the Business Combination.
|
(c)
|
Except
as described in Item 4, during the past 60 days, the Reporting Person has not effected
any transactions with respect to the Common Stock.
|
(d) None.
CUSIP
No. 89628U108
|
13D
|
Page
5 of 6 pages
|
Item 6.
|
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
|
Except as
set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings
or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.
|
Materials to be Filed as Exhibits
|
Exhibit
Number
|
|
Description
|
1
|
|
Amended and Restated
Registration Rights Agreement, dated as of August 26, 2020, by and among the Issuer, certain equityholders of the Issuer
named therein (incorporated by reference to the Registration Statement on Form S-4 filed by the Issuer on September 15,
2020).
|
CUSIP
No. 89628U108
|
13D
|
Page
6 of 6 pages
|
SIGNATURES
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date: December 18, 2020
|
By:
|
/s/
Ric Fulop
|
|
|
Name: Ric Fulop
|