Maura Fitzpatrick Form 3 908 Devices / Maura Fitzpatrick 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^*

Fitzpatrick Maura

(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)
04/29/2022

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)
VP, Product Management & Mktg

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (option to buy)	(1)	09/30/2030	Common Stock, par value $0.001	87,385	3.24	D
Stock Option (option to buy)	(2)	02/01/2032	Common Stock, par value $0.001	29,412	16.66	D
Restricted Stock Unit	(4)	(4)	Common Stock, par value $0.001	17,708	(3)	D

Explanation of Responses:

1. The 107,553 shares underlying the initial option become vested and exercisable in substantially equal monthly installments over the 48 months following September 30, 2020, subject to the reporting person's continued service through the applicable vesting date.

2. Twenty-five percent of the shares underlying the option become vested and exercisable on February 1, 2023, and the remaining 75% of the shares underlying the option become vested and exercisable in substantially equal monthly installments over the 36 months following February 1, 2023, subject to the reporting person's continued service through the applicable vesting date.

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

4. The RSUs shall vest 25% on February 1, 2023, with the remaining 75% vesting in three substantially equal annual installments at the three anniversary dates following February 1, 2023, subject to the reporting person's continued service through the applicable vesting date. The RSUs have no expiration date.

Remarks:

Exhibit - Power of Attorney

	/s/ Michael S. Turner, as Attorney-in-Fact	05/09/2022
	** 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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