Arch Venture Fund VII Form 3 908 Devices / CLINTON BYBEE 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^*

ARCH Venture Fund VII, L.P.

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/17/2020

3. Issuer Name and Ticker or Trading Symbol
908 Devices Inc. [ MASS ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Series A Preferred Stock	(1)	(1)	Common Stock, par value $0.001	2,927,386	(1)	D(2)
Series B Preferred Stock	(1)	(1)	Common Stock, par value $0.001	981,443	(1)	D(2)
Series C Preferred Stock	(1)	(1)	Common Stock, par value $0.001	669,977	(1)	D(2)
Series D Preferred Stock	(1)	(1)	Common Stock, par value $0.001	665,661	(1)	D(2)
Series E Preferred Stock	(1)	(1)	Common Stock, par value $0.001	180,578	(1)	D(2)

1. Name and Address of Reporting Person^*

ARCH Venture Fund VII, L.P.

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners VII, L.P.

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners VII, LLC

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BYBEE CLINTON

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NELSEN ROBERT

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Shares") is convertible into shares of the Issuer's Common Stock at a 1:0.61459 ratio at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering ("IPO"), without payment of additional consideration. The Preferred Shares have no expiration date.

2. The Preferred Shares are held by ARCH Venture Fund VII, L.P. ("ARCH Fund VII"). The sole general partner of ARCH Fund VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to be the beneficial owner of the shares held by ARCH Fund VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to be the beneficial owner of the shares held by ARCH Fund VII. ARCH Partners VII and ARCH VII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The managing directors of ARCH VII LLC are Keith Crandell, Clinton Bybee and Robert Nelsen, and they may be deemed to beneficially own the shares held by ARCH Fund VII. Messrs. Crandell, Bybee and Nelsen disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

Remarks:

This is one of two Forms 3 filed on the date hereof in respect of these securities. The Reporting Person for the other Form 3 is Keith Crandell.

	/s/ Mark McDonnell, as attorney-in-fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH Fund VII	12/17/2020
	/s/ Mark McDonnell, as attorney-in-fact for Keith Crandell, Managing Director of the general partner of ARCH Partners VII	12/17/2020
	/s/ Mark McDonnell, as attorney-in-fact for Keith Crandell, Managing Director of ARCH VII LLC	12/17/2020
	/s/ Mark McDonnell, as attorney-in-fact for Clinton Bybee	12/17/2020
	/s/ Mark McDonnell, as attorney-in-fact for Robert Nelsen	12/17/2020
	** Signature of Reporting Person	Date
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