Kevin J. Knopp Form 3/A 908 Devices / Kevin J. Knopp 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Knopp Kevin J.

(Last)

(First)

(Middle)

C/O 908 DEVICES INC.

645 SUMMER STREET

(Street)

BOSTON

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)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
12/17/2020

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⁽¹⁾	758,667	D
Common Stock, par value $0.001⁽¹⁾	505,777	I	See Footnote⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (option to buy)⁽³⁾	⁽⁴⁾	01/01/2027	Common Stock, par value $0.001	122,918	1.75	D
Series A Preferred Stock⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.001	37,845	⁽⁵⁾	D
Series A Preferred Stock⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.001	25,229	⁽⁵⁾	I	See Footnote⁽²⁾
Series B Preferred Stock⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.001	12,688	⁽⁵⁾	D
Series B Preferred Stock⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.001	8,459	⁽⁵⁾	I	See Footnote⁽²⁾
Series D Preferred Stock⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.001	2,638	⁽⁵⁾	D
Series D Preferred Stock⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.001	1,758	⁽⁵⁾	I	See Footnote⁽²⁾

Explanation of Responses:

1. The original Form 3, filed December 17, 2020, is being amended by this Form 3 amendment to correct an administrative error related to the nature of the beneficial ownership of the shares held by the reporting person. Due to an administrative error, those shares were reported as being held directly by the reporting person, instead of held indirectly through the reporting person's trust, for which the reporting person may be deemed to be the beneficial owner. This Form 3 corrects such error by indicating that such shares are held indirectly instead of directly.

2. The shares are owned directly by The Kevin J. Knopp Irrevocable Trust of 2018. The reporting person's brother-in-law is the trustee of The Kevin J. Knopp Irrevocable Trust of 2018 and has sole voting and dispositive control with respect to all securities held by such trust. The reporting person may be deemed to be the beneficial owner of the securities held by The Kevin J. Knopp Irrevocable Trust of 2018.

3. The original Form 3, filed December 17, 2020, is being amended by this Form 3 amendment to correct the expiration date of these stock options. Due to an administrative error, the expiration date was listed as 6/22/2027 instead of 1/1/2027.

4. The shares underlying the option become vested and exercisable in substantially equal monthly installments over the 48 months following January 1, 2017, subject to the reporting person's continued service through the applicable vesting date.

5. Each share of Series A Preferred Stock, Series B Preferred Stock and Series D 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.

	/s/ Michael S. Turner, as attorney-in-fact	04/30/2021
	** 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.

Kevin J. Knopp Form 3/A908 Devices / Kevin J. Knopp ownership change