Mark Spoto Form 3 908 Devices / Mark Spoto 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^*

Spoto Mark

(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
	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)

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)
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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.001	1,075,533	⁽¹⁾	I	See Footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.001	360,586	⁽¹⁾	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.001	246,151	⁽¹⁾	I	See Footnote⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.001	92,705	⁽¹⁾	I	See Footnote⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.001	109,064	⁽¹⁾	I	See Footnote⁽⁴⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.001	59,602	⁽¹⁾	I	See Footnote⁽⁴⁾

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. These securities are owned directly by Razor's Edge Fund LP. The reporting person is a managing member of Razor's Edge Fund LP and may be deemed to be the beneficial owner of the securities held by Razor's Edge Fund LP. The reporting person disclaims beneficial ownership of the securities held by the Razor's Edge Fund LP except to the extent of his pecuniary interest therein.

3. These securities are owned directly by RE Sidecar 4, LLC. The reporting person is a managing member of RE Sidecar 4, LLC and may be deemed to be the beneficial owner of the securities held by RE Sidecar 4, LLC. The reporting person disclaims beneficial ownership of the securities held by the RE Sidecar 4, LLC except to the extent of his pecuniary interest therein.

4. These securities are owned directly by Yodabyte Investments, LLC. The reporting person is a managing member of Yodabyte Investments, LLC and may be deemed to be the beneficial owner of the securities held by Yodabyte Investments, LLC. The reporting person disclaims beneficial ownership of the securities held by the Yodabyte Investments, LLC except to the extent of his pecuniary interest therein.

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.
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.

Mark Spoto Form 3908 Devices / Mark Spoto ownership change