CUSIP
No. 25058X105
|
13D
|
Page
2 of 19 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
New Enterprise Associates 15, L.P.
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
WC
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware Limited Partnership
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
19,263,413 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
19,263,413 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,263,413 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 25058X105
|
13D
|
Page
3 of 19 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
NEA Partners 15, L.P.
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware Limited Partnership
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
19,263,413
shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
19,263,413
shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,263,413
shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 25058X105
|
13D
|
Page
4 of 19 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
NEA
15 GP, LLC
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware Limited Liability Company
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
19,263,413
shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
19,263,413
shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,263,413
shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
CUSIP
No. 25058X105
|
13D
|
Page
5 of 19 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
Forest
Baskett
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX 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
7,333 shares
|
|
8.
|
|
SHARED
VOTING POWER
19,263,413
shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
7,333 shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
19,263,413
shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,270,746 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 25058X105
|
13D
|
Page
6 of 19 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
Anthony A. Florence, Jr.
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX 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
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
19,263,413 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
19,263,413 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,263,413 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 25058X105
|
13D
|
Page
7 of 19 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
Mohamad H. Makhzoumi
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX 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
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
19,263,413 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
19,263,413 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,263,413 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 25058X105
|
13D
|
Page
8 of 19 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
Joshua Makower
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX 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
2,285 shares
|
|
8.
|
|
SHARED
VOTING POWER
19,263,413 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
2,285 shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
19,263,413 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,265,698 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 25058X105
|
13D
|
Page
9 of 19 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
Scott D. Sandell
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX 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
7,300
shares
|
|
8.
|
|
SHARED
VOTING POWER
19,263,413 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
7,300 shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
19,263,413 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,270,713 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 25058X105
|
13D
|
Page
10 of 19 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
Peter W. Sonsini
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX 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
3,693 shares
|
|
8.
|
|
SHARED
VOTING POWER
19,263,413 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
3,693
shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
19,263,413 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,267,106 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 25058X105
|
13D
|
Page
11 of 19 Pages
|
Item
1. Security and Issuer.
This
Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and restates the statement on Schedule 13D originally filed on
December 9, 2020, relating to the Class A common stock, $.0001 par value (the “Common Stock”) of Desktop Metal, Inc. (the
“Issuer”) having its principal executive office at 63 Third Avenue, Burlington, Massachusetts 01803.
Certain
terms used but defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided
herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.
Item
2. Identity and Background.
This
statement is being filed by:
(a)
New Enterprise Associates 15, L.P. (“NEA 15”), NEA Partners 15, L.P. (“NEA Partners 15”), which is the sole general
partner of NEA 15; and NEA 15 GP, LLC (“NEA 15 LLC” and, together with NEA Partners 15, the “Control Entities”),
which is the sole general partner of NEA Partners 15; and
(c)
Forest Baskett (“Baskett”), Anthony A. Florence, Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”),
Joshua Makower (“Makower”), Scott D. Sandell (“Sandell”) and Peter W. Sonsini (“Sonsini”) (together,
the “Managers”). The Managers are the managers of NEA 15 LLC.
The
persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
The
address of the principal business office of each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite
600, Timonium, MD 21093. The address of the principal business office of Baskett, Makhzoumi, Makower and Sonsini is New Enterprise Associates,
2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise Associates,
104 Fifth Avenue, 19th Floor, New York, NY 10011.
The
principal business of NEA 15 is to invest in and assist growth-oriented businesses located principally in the United States. The principal
business of NEA Partners 15 is to act as the sole general partner of NEA 15. The principal business of NEA 15 LLC is to act as the sole
general partner of NEA Partners 15. The principal business of each of the Managers is to manage the Control Entities and a number of
affiliated partnerships with similar businesses.
During
the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party
to a civil proceeding ending in 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.
NEA
15 LLC is a limited liability company organized under the laws of the State of Delaware. NEA 15 and NEA Partners 15 are limited partnerships
organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
Item
3. Source and Amount of Funds or Other Consideration.
June
8, 2021, NEA 15 engaged in stock distributions of 9,000,000 shares of the Issuer’s Common Stock to its partners for no consideration.
NEA Partners 15 acquired 135,000 shares of the Issuer’s Common Stock as a result of the NEA 15 distribution and subsequently engaged
in a stock distribution of 135,000 shares of the Issuer’s Common Stock to its partners for no consideration. NEA 15 now holds a
total of 19,263,413 shares of the Issuer’s Common Stock (the “NEA 15 Shares”).
CUSIP
No. 25058X105
|
13D
|
Page
12 of 19 Pages
|
Item
4. Purpose of Transaction.
NEA 15 acquired the NEA 15 Shares for investment purposes. Depending on
market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, NEA 15 and other Reporting
Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present
plans which relate to or would result in:
|
(a)
|
The acquisition by any person of additional securities of the Issuer, or the disposition of securities
of the Issuer;
|
|
(b)
|
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
|
|
(c)
|
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
|
|
(d)
|
Any change in the present board of directors or management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies on the board;
|
|
(e)
|
Any material change in the present capitalization or dividend policy of the Issuer;
|
|
(f)
|
Any other material change in the Issuer’s business or corporate structure;
|
|
(g)
|
Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which
may impede the acquisition of control of the Issuer by any person;
|
|
(h)
|
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
|
|
(i)
|
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934; or
|
|
(j)
|
Any action
similar to any of those enumerated above.
|
Item
5. Interest in Securities of the Issuer.
|
(a)
|
NEA
15 is the record owner of the NEA 15 Shares. As the general partner of NEA 15, NEA Partners
15 may be deemed to own beneficially the NEA 15 Shares. As the sole general partner of NEA
Partners 15, NEA 15 LLC may be deemed to own beneficially the NEA 15 Shares. As members of
NEA 15 LLC, each of the Managers may be deemed to own beneficially the NEA 15 Shares.
|
Each Reporting
Person disclaims beneficial ownership of the NEA 15 Shares other than those shares which such person owns of record.
As of June
10, 2021, Makower Family Trust u/a 5/6/97, Joshua Makower Trustee (the “Makower Trust”) is the the record owner of 2,285
shares of Common Stock (the “Makower Trust Shares”). As trustee of the Makower Trust, Makower may be deemed to own beneficially
the Makower Trust Shares in addition to the NEA 15 Shares.
CUSIP
No. 25058X105
|
13D
|
Page
13 of 19 Pages
|
As of June 10, 2021, the Baskett-McKay Family
Trust dtd 3/12/2014 (the “Baskett Trust”) is the record owner of 7,333 shares of Common
Stock (the “Baskett Trust Shares”). As trustee of the Baskett Trust, Baskett may be deemed to own beneficially the Baskett
Trust Shares in addition to NEA 15 Shares.
As of June 10, 2021, Scott D. Sandell, trustee
of the Blue Mountain Trust, dated April 29, 2019 (the “Blue Mountain Trust”) is the record owner of 5,544
shares of Common Stock (the “Blue Mountain Trust Shares”), Genevieve P. Hardigg, as trustee of the Jennifer Ayer Sandell Rising
River Trust, dated December 20, 2012 (the “Jennifer Rising River Trust”) is the record owner of 878
shares of Common Stock (the “Jennifer Rising River Trust Shares”) and Genevieve P. Hardigg, as trustee of the Scott Sandell
Rising River Trust, dated December 20, 2012 (the “Scott Rising River Trust”) is the record owner of 878 shares of Common Stock
(the “Scott Rising River Trust Shares”). Sandell may be deemed to own beneficially (i) the Blue Mountain Trust Shares as trustee
of the Blue Mountain Trust and (ii) the Jennifer Rising River Trust Shares and Scott Rising River Trust Shares as a related person to
the Jennifer Rising River Trust and Scott Rising River Trust, in addition to the NEA 15 Shares.
As of June 10, 2021, Peter W. Sonsini and
Diane C. Sonsini Trustees of the Peter & Diane Sonsini Family Trust dated January 17, 2007 (the “Sonsini Trust”) is the
record owner of 3,531 shares of Common Stock (the “Sonsini Trust Shares”), Peter William Sonsini and Diane Cardoza Sonsini,
Trustees of the Elsa Katherine Sonsini Trust dated December 5, 2019 (the “Elsa Trust”) is the record owner of 54 shares of
Common Stock (the “Elsa Trust Shares”), Peter William Sonsini and Diane Cardoza Sonsini, Trustees of the Jake
Theodore Sonsini Trust dated December 5, 2019 (the “Jake Trust”) is the record owner of 54 shares of Common Stock (the
“Jake Trust Shares”) and Peter William Sonsini and Diane Cardoza Sonsini, Trustees of the Louisa
Marie Sonsini Trust dated December 5, 2019 (the “Louisa Trust”) is the record owner of 54 shares of Common Stock (the
“Louisa Trust Shares”). Sonsini may be deemed to own beneficially (i) the Sonsini Shares as trustee of the Sonsini Trust and
(ii) the Elsa Trust Share, the Jake Trust Shares, and the Louisa Trust Shares as trustee of the Elsa Trust, Jake Trust and Louisa Trust,
in addition to the NEA 15 Shares.
The percentage of outstanding Common Stock
of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s
cover sheet. Such percentage was calculated based on 255,775,107 shares of Common Stock (the “10-Q Shares”) reported by the
Issuer to be outstanding as of May 13, 2021 on the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission on May
17, 2021.
|
(b)
|
Regarding the number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: See line 7 of cover sheets
|
|
(ii)
|
shared power to vote or to direct the vote: See line 8 of cover sheets
|
|
(iii)
|
sole power to dispose or to direct the disposition: See line 9 of cover sheets
|
|
(iv)
|
shared power to dispose or to direct the disposition: See line 10 of cover sheets
|
|
(c)
|
Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the
NEA 15 Shares during the last 60 days.
|
|
(d)
|
No other person is known to have the right to receive or the power to direct the receipt of dividends
from, or any proceeds from the sale of, NEA 15 Shares beneficially owned by any of the Reporting Persons.
|
Item
7. Material to Be Filed as Exhibits.
Exhibit
1 – Agreement regarding filing of joint Schedule 13D.
Exhibit
2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
CUSIP
No. 25058X105
|
13D
|
Page
14 of 19 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
EXECUTED
this 22nd day of June, 2021.
NEW
ENTERPRISE ASSOCIATES 15, L.P.
|
By:
|
NEA
PARTNERS 15, L.P.
General
Partner
|
|
By:
|
NEA
15 GP, LLC
General
Partner
|
By: *
Louis
S. Citron
Chief
Legal Officer
NEA
PARTNERS 15, L.P.
|
By:
|
NEA
15 GP, LLC
General Partner
|
By:
*
Louis
S. Citron
Chief
Legal Officer
NEA
15 GP, LLC
By:
*
Louis
S. Citron
Chief
Legal Officer
CUSIP
No. 25058X105
|
13D
|
Page
15 of 19 Pages
|
*
Forest
Baskett
*
Anthony
A. Florence, Jr.
*
Mohamad
H. Makhzoumi
*
Joshua Makower
*
Scott
D. Sandell
*
Peter
W. Sonsini
*/s/
Sasha O. Keough
Sasha
O. Keough
As
attorney-in-fact
This Amendment No. 1 to Schedule 13D was executed by Sasha O. Keough
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
CUSIP
No. 25058X105
|
13D
|
Page
16 of 19 Pages
|
EXHIBIT
1
AGREEMENT
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the
information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of
Desktop Metal, Inc.
EXECUTED
this 22nd day of June, 2021.
NEW
ENTERPRISE ASSOCIATES 15, L.P.
|
By:
|
NEA
PARTNERS 15, L.P.
General
Partner
|
|
By:
|
NEA
15 GP, LLC
General
Partner
|
By: *
Louis
S. Citron
Chief
Legal Officer
NEA
PARTNERS 15, L.P.
|
By:
|
NEA
15 GP, LLC
General Partner
|
By:
*
Louis
S. Citron
Chief
Legal Officer
NEA
15 GP, LLC
By:
*
Louis
S. Citron
Chief
Legal Officer
CUSIP
No. 25058X105
|
13D
|
Page
17 of 19 Pages
|
*
Forest
Baskett
*
Anthony
A. Florence, Jr.
*
Mohamad
H. Makhzoumi
*
Joshua Makower
*
Scott
D. Sandell
*
Peter
W. Sonsini
*/s/
Sasha O. Keough
Sasha
O. Keough
As
attorney-in-fact
This Agreement relating to Schedule 13D was executed by Sasha
O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
CUSIP
No. 25058X105
|
13D
|
Page
18 of 19 Pages
|
EXHIBIT
2
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough
and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact,
with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable
or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general
partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13
or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated
thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry
Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing
necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying
and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/
M. James Barrett
M.
James Barrett
/s/
Peter J. Barris
Peter
J. Barris
/s/
Forest Baskett
Forest
Baskett
/s/
Ali Behbahani
Ali
Behbahani
/s/
Colin Bryant
Colin
Bryant
/s/
Carmen Chang
Carmen
Chang
/s/
Anthony A. Florence, Jr.
Anthony
A. Florence, Jr.
/s/
Carol G. Gallagher
Carol
G. Gallagher
/s/
Dayna Grayson
Dayna
Grayson
/s/
Patrick J. Kerins
Patrick
J. Kerins
/s/
P. Justin Klein
P.
Justin Klein
CUSIP
No. 25058X105
|
13D
|
Page
19 of 19 Pages
|
/s/
Vanessa Larco
Vanessa
Larco
/s/
Joshua Makower
Joshua
Makower
/s/
Mohamad H. Makhzoumi
Mohamad
H. Makhzoumi
/s/
Edward T. Mathers
Edward
T. Mathers
/s/
David M. Mott
David
M. Mott
/s/
Sara M. Nayeem
Sara
M. Nayeem
/s/
Jason R. Nunn
Jason
R. Nunn
/s/
Gregory Papadopoulos
Gregory
Papadopoulos
/s/
Chetan Puttagunta
Chetan
Puttagunta
/s/
Jon Sakoda
Jon
Sakoda
/s/
Scott D. Sandell
Scott
D. Sandell
/s/
A. Brooke Seawell
A.
Brooke Seawell
/s/
Peter W. Sonsini
Peter
W. Sonsini
/s/
Melissa Taunton
Melissa
Taunton
/s/
Frank M. Torti
Frank
M. Torti
/s/
Ravi Viswanathan
Ravi
Viswanathan
/s/
Paul E. Walker
Paul
E. Walker
/s/
Rick Yang
Rick
Yang