Joseph H. IV Griffith Form 3 908 Devices / Joseph H. IV Griffith 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^*

Griffith Joseph H. IV

(Last) (First) (Middle)

C/O 908 DEVICES INC.

645 SUMMER STREET

(Street)

BOSTON MA 02210

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

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)
Common Stock, par value $0.001	91,580	D

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
Stock Option (option to buy)	(1)	03/19/2024	Common Stock, par value $0.001	46,094	0.53	D
Stock Option (option to buy)	(2)	12/05/2026	Common Stock, par value $0.001	61,459	0.96	D
Stock Option (option to buy)	(3)	01/20/2029	Common Stock, par value $0.001	18,437	1.58	D
Stock Option (option to buy)	(4)	09/14/2030	Common Stock, par value $0.001	67,604	3.24	D
Series C Preferred Stock	(5)	(5)	Common Stock, par value $0.001	17,814	(5)	D

Explanation of Responses:

1. The shares underlying the option are fully vested and immediately exercisable.

2. The shares underlying the option are fully vested and immediately exercisable.

3. The shares underlying the option become vested and exercisable in substantially equal monthly installments over the 48 months following January 21, 2019, subject to the reporting person's continued service through the applicable vesting date.

4. The shares underlying the option become vested and exercisable in substantially equal monthly installments over the 48 months following September 11, 2020, subject to the reporting person's continued service through the applicable vesting date.

5. Each share of Series C Preferred Stock (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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Michael S. Turner, as attorney-in-fact	12/17/2020
	** 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.
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