| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol 908 Devices Inc. [ MASS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/22/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 12/22/2020 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.001(1) | 12/22/2020 | C | 53,171 | A | (2) | 811,838 | D | |||
| Common Stock, par value $0.001(1) | 12/22/2020 | C | 35,446 | A | (2) | 541,223 | I | See Footnote(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock(1) | (2) | 12/22/2020 | C | 37,845 | (2) | (2) | Common Stock, par value $0.001 | 37,845 | $0.00 | 0 | D | ||||
| Series A Preferred Stock(1) | (2) | 12/22/2020 | C | 25,229 | (2) | (2) | Common Stock, par value $0.001 | 25,229 | $0.00 | 0 | I | See Footnote(3) | |||
| Series B Preferred Stock(1) | (2) | 12/22/2020 | C | 12,688 | (2) | (2) | Common Stock, par value $0.001 | 12,688 | $0.00 | 0 | D | ||||
| Series B Preferred Stock(1) | (2) | 12/22/2020 | C | 8,459 | (2) | (2) | Common Stock, par value $0.001 | 8,459 | $0.00 | 0 | I | See Footnote(3) | |||
| Series D Preferred Stock(1) | (2) | 12/22/2020 | C | 2,638 | (2) | (2) | Common Stock, par value $0.001 | 2,638 | $0.00 | 0 | D | ||||
| Series D Preferred Stock(1) | (2) | 12/22/2020 | C | 1,758 | (2) | (2) | Common Stock, par value $0.001 | 1,758 | $0.00 | 0 | I | See Footnote(3) | |||
| Explanation of Responses: |
| 1. The original Form 4, filed December 22, 2020, is being amended by this Form 4 amendment solely to correct an administrative error related to the nature of the beneficial ownership of 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 4 corrects such error by adding line items for the amount of securities indirectly owned by the reporting person's trust and decreasing the total amount of securities directly owned by the reporting person accordingly. |
| 2. Each share of Series A Preferred Stock, Series B Preferred Stock and Series D Preferred Stock (collectively, the "Preferred Shares") converted into 0.61459 shares of the Issuer's Common Stock automatically upon the closing of the Issuer's initial public offering without payment of additional consideration. The Preferred Shares were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering, and had no expiration date. |
| 3. 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. KnoppIrrevocable 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 tobe the beneficial owner of the securities held by The Kevin J. Knopp Irrevocable Trust of 2018. |
| /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 4 (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. | ||
