Mark Spoto Form 4 908 Devices / Mark Spoto ownership change

SEC Form 4

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^*

Spoto Mark

(Last) (First) (Middle)

C/O 908 DEVICES INC.

645 SUMMER STREET

(Street)

BOSTON MA 02210

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
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	06/14/2023		M		4,771	A	(1)	45,194	D
Common Stock								3,599	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units	(1)	06/14/2023		M			4,771	(3)	(3)	Common Stock	4,771	$0.00	0.00	D
Restricted Stock Units	(4)	06/15/2023		A		7,777		(5)	(5)	Common Stock	7,777	$0.00	7,777	D
Stock Option (option to buy)	$8.68	06/15/2023		A		12,076		(6)	06/15/2033	Common Stock	12,076	$0.00	12,076	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Common Stock, par value $0.001, when vested. This transaction represents the settlement of RSUs in shares of Common Stock on their scheduled vesting date.

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

3. The RSUs became fully vested on June 14, 2023, the day prior to the 2023 Annual Meeting of the Stockholders of 908 Devices Inc. The RSUs have no expiration date.

4. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Common Stock, par value $0.001, when vested.

5. The RSUs become fully vested on June 15, 2024 or the day prior to the 2024 Annual Meeting of the Stockholders of 908 Devices Inc., whichever occurs first, subject to the reporting person's continued service through the applicable vesting date, provided that, if the reporting person terminates their service for any reason, then a prorated number of RSUs will vest. The RSUs have no expiration date.

6. The shares underlying the option become vested and exercisable in substantially equal monthly installments over the 12 months following June 15, 2023, subject to the reporting person's continued service through the applicable vesting date.

Remarks:

	/s/ Michael S. Turner, as Attorney-in-Fact	06/16/2023
	** 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).
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