MaxCyte (MXCT) Form 3 MAXCYTE / Thomas M. Ross ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

Ross Thomas M.

(Last) (First) (Middle)

C/O MAXCYTE, INC.

22 FIRSTFIELD ROAD, SUITE 110

(Street)

GAITHERSBURG MD 20878

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2021

3. Issuer Name and Ticker or Trading Symbol
MAXCYTE, INC. [ MXCT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Global Sales

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	01/10/2026	Common Stock	182,105	0.84	D
Employee Stock Option (right to buy)	(1)	06/13/2026	Common Stock	62,000	1.12(2)	D
Employee Stock Option (right to buy)	(1)	07/14/2027	Common Stock	75,000	3.33(2)	D
Employee Stock Option (right to buy)	(3)	07/18/2028	Common Stock	75,000	3.34(2)	D
Employee Stock Option (right to buy)	(4)	03/04/2029	Common Stock	98,800	2.44(2)	D
Employee Stock Option (right to buy)	(5)	01/20/2030	Common Stock	100,000	1.87(2)	D
Employee Stock Option (right to buy)	(6)	02/16/2031	Common Stock	100,000	14.3(2)	D

Explanation of Responses:

1. This option is fully vested and exercisable.

2. This exercise price is in US Dollars and reflects the conversion of GBP to USD at an exchange rate of GBP 1.00 to $1.3749 as of July 23, 2021.

3. The shares underlying this option vested or shall vest monthly in forty-eight (48) equal monthly installments commencing on August 18, 2018, subject to the Reporting Person's continued service to the Issuer through each vesting date.

4. The shares underlying this option vested or shall vest monthly in forty-eight (48) equal monthly installments commencing on April 4, 2019, subject to the Reporting Person's continued service to the Issuer through each vesting date.

5. The shares underlying this option vested or shall vest monthly in forty-eight (48) equal monthly installments commencing on February 20, 2020, subject to the Reporting Person's continued service to the Issuer through each vesting date.

6. Twenty-five percent (25%) of the shares underlying this option shall vest on January 13, 2022, and the remainder shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Jason Minio, Attorney-in-Fact	07/29/2021
	** Signature of Reporting Person	Date
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 5 (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 Number.