Amended Statement of Ownership (sc 13g/a)
13 Février 2023 - 10:08PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
908
Devices Inc.
(Name
of Issuer)
Common
Stock par value $0.001 per share
(Title
of Class of Securities)
65443P102
(CUSIP
Number)
December
31, 2022
(Date
of Event Which Requires Filing of This Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 65443P102
|
13G |
Page
2 of 11 Pages |
| 1 |
|
NAMES
OF REPORTING PERSON(S)
ARCH
Venture Fund VII, L.P.
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
|
5 |
|
SOLE
VOTING POWER
0
|
| |
6 |
|
SHARED
VOTING POWER
5,725,045
|
| |
7 |
|
SOLE
DISPOSITIVE POWER
0
|
| |
8 |
|
SHARED
DISPOSITIVE POWER
5,725,045
|
|
|
|
|
|
| 9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,725,045
|
|
|
| 10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.1%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 65443P102
|
13G |
Page
3 of 11 Pages |
| 1 |
|
NAMES
OF REPORTING PERSON(S)
ARCH
Venture Partners VII, L.P.
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
|
5 |
|
SOLE
VOTING POWER
0
|
| |
6 |
|
SHARED
VOTING POWER
5,725,045
|
| |
7 |
|
SOLE
DISPOSITIVE POWER
0
|
| |
8 |
|
SHARED
DISPOSITIVE POWER
5,725,045
|
|
|
|
|
|
| 9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,725,045
|
|
|
| 10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.1%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 65443P102
|
13G |
Page
4 of 11 Pages |
| 1 |
|
NAMES
OF REPORTING PERSON(S)
ARCH
Venture Partners VII, LLC
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
|
5 |
|
SOLE
VOTING POWER
0
|
| |
6 |
|
SHARED
VOTING POWER
5,725,045
|
| |
7 |
|
SOLE
DISPOSITIVE POWER
0
|
| |
8 |
|
SHARED
DISPOSITIVE POWER
5,725,045
|
|
|
|
|
|
| 9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,725,045
|
|
|
| 10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.1%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
OO
|
|
|
CUSIP
No. 65443P102
|
13G |
Page
5 of 11 Pages |
| 1 |
|
NAMES
OF REPORTING PERSON(S)
Keith
Crandell
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
|
5 |
|
SOLE
VOTING POWER
19,554
|
| |
6 |
|
SHARED
VOTING POWER
5,725,045
|
| |
7 |
|
SOLE
DISPOSITIVE POWER
19,554
|
| |
8 |
|
SHARED
DISPOSITIVE POWER
5,725,045
|
|
|
|
|
|
| 9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,744,599
|
|
|
| 10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.1%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 65443P102
|
13G |
Page
6 of 11 Pages |
| 1 |
|
NAMES
OF REPORTING PERSON(S)
Clinton
Bybee
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
|
5 |
|
SOLE
VOTING POWER
0
|
| |
6 |
|
SHARED
VOTING POWER
5,725,045
|
| |
7 |
|
SOLE
DISPOSITIVE POWER
0
|
| |
8 |
|
SHARED
DISPOSITIVE POWER
5,725,045
|
|
|
|
|
|
| 9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,725,045
|
|
|
| 10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.1%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 65443P102
|
13G |
Page
7 of 11 Pages |
| 1 |
|
NAMES
OF REPORTING PERSON(S)
Robert
Nelsen
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
|
5 |
|
SOLE
VOTING POWER
0
|
| |
6 |
|
SHARED
VOTING POWER
5,725,045
|
| |
7 |
|
SOLE
DISPOSITIVE POWER
0
|
| |
8 |
|
SHARED
DISPOSITIVE POWER
5,725,045
|
|
|
|
|
|
| 9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,725,045
|
|
|
| 10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.1%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 65443P102
|
13G |
Page
8 of 11 Pages |
| Item 1(a). |
Name of Issuer: |
908
Devices Inc. (the “Issuer”).
| Item 1(b). |
Address of
Issuer's Principal Executive Offices: |
645
Summer Street, Boston, MA 02210
| Item 2(a). |
Name of Person
Filing: |
ARCH
Venture Fund VII, L.P. (“ARCH Venture Fund VII”); ARCH Venture Partners VII, L.P. (“AVP VII LP”); ARCH Venture
Partners VII, LLC (“AVP VII LLC”) (collectively, the “Reporting Entities” and individually, each a “Reporting
Entity”); and Keith Crandell (“Crandell”), Robert Nelsen (“Nelsen”) and Clinton Bybee (“Bybee”)
(collectively, the “Managing Directors” and individually, each a “Managing Director”). The Reporting Entities
and the Managing Directors collectively are referred to as the “Reporting Persons”.
| Item 2(b). |
Address of
Principal Business Office or, if none, Residence: |
8755
W. Higgins Road, Suite 1025, Chicago, IL 60631
ARCH Venture Fund VII and AVP VII LP are limited partnerships organized
under the laws of the State of Delaware. AVP VII LLC is a limited liability companies organized under the laws of the State of Delaware.
Each Managing Director is a US citizen.
| Item 2(d). |
Title of Class
of Securities. |
Common
stock, par value $0.001 per share.
65443P102
| Item 3. |
If this statement
is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not
Applicable.
CUSIP
No. 65443P102
|
13G |
Page
9 of 11 Pages |
| (a) |
Amount beneficially owned:
ARCH Venture Fund VII is the record owner of 5,725,045 shares of Common
Stock (the “Record Shares”) as of December 31, 2022. AVP VII LP, as the sole general partner of ARCH Venture Fund VII, may
be deemed to beneficially own the Record Shares. AVP VII LLC, as the sole general partner of AVP VII, may be deemed to beneficially own
the Record Shares. As managing directors of AVP VII LLC, each Managing Director may also be deemed to share the power to direct the disposition
and vote of the Record Shares. In addition, as of December 31, 2022, Crandell is a holder of vested options to purchase 19,554 shares
of Common Stock (the “Vested Option Shares”).
|
| (b) |
Percent of class:
See line 11 of the cover sheets. The percentages set forth on the cover
sheet for each Reporting Person (other than Crandell) is based upon 31,711,284 shares of common stock outstanding as of November 9, 2022,
as reported on the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 14, 2022. For Crandell, the
Vested Option Shares were included in the number of shares of Common stock outstanding. |
| |
|
| (c) |
Number of shares as to which such person has: |
| |
(i) |
Sole power to vote or to direct the vote:
See line 5 of the cover sheets. |
| |
|
|
| |
(ii) |
Shared power to vote or to direct the vote:
See line 6 of the cover sheets. |
| |
|
|
| |
(iii) |
Sole power to dispose or to direct the disposition:
See line 7 of the cover sheets. |
| |
|
|
| |
(iv) |
Shared power to dispose or to direct the disposition:
See line 8 of the cover sheets. |
| |
|
|
Each
Reporting Person disclaims beneficial ownership of such shares of Common Stock except for the shares, if any, such Reporting Person holds
of record.
| Item 5. |
Ownership
of Five Percent or Less of a Class. |
Not
applicable.
| Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
Not
applicable.
| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not
applicable.
| Item 8. |
Identification
and Classification of Members of the Group. |
Not
applicable.
| Item 9. |
Notice of
Dissolution of Group. |
Not
applicable.
Not
applicable.
CUSIP
No. 65443P102
|
13G |
Page
10 of 11 Pages |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated: February
13, 2023
ARCH VENTURE
FUND VII, L.P.
By:
ARCH Venture Partners VII, L.P.
its General
Partner
By: ARCH
Venture Partners VII, LLC
its General Partner
By: *
Keith Crandell
Managing Director
ARCH VENTURE
PARTNERS VII, L.P.
By:
ARCH Venture Partners VII, LLC
its General
Partner
By:
*
Keith Crandell
Managing Director
ARCH
VENTURE PARTNERS VII, LLC
By: *
Keith Crandell
Managing Director
*
Keith Crandell
*
Robert Nelsen
*
Clinton Bybee
* By: /s/ Mark
McDonnell
Mark McDonnell
as
Attorney-in-Fact
This Schedule 13G was executed by Mark McDonnell pursuant to Powers of
Attorney included as Exhibit 2 to the Form 13G relating to the beneficial ownership of shares of 908 Devices Inc. by the Reporting Persons
filed with the Securities and Exchange Commission on February 4, 2021, and incorporated herein in its entirety by reference.
CUSIP
No. 65443P102
|
13G |
Page
11 of 11 Pages |
Exhibit
1
AGREEMENT
Pursuant to Rule 13d-1-(k)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to
the ownership by each of the undersigned of shares of stock of 908 Devices Inc.
This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original.
Dated:
February 13, 2023
ARCH VENTURE
FUND VII, L.P.
By:
ARCH Venture Partners VII, L.P.
its General
Partner
By: ARCH
Venture Partners VII, LLC
its General Partner
By: *
Keith Crandell
Managing Director
ARCH VENTURE
PARTNERS VII, L.P.
By:
ARCH Venture Partners VII, LLC
its General
Partner
By:
*
Keith Crandell
Managing Director
ARCH
VENTURE PARTNERS VII, LLC
By: *
Keith Crandell
Managing Director
*
Keith Crandell
*
Robert Nelsen
*
Clinton Bybee
* By: /s/ Mark
McDonnell
Mark McDonnell
as
Attorney-in-Fact
This Agreement was executed by Mark McDonnell pursuant to Powers of Attorney
included as Exhibit 2 to the Form 13G relating to the beneficial ownership of shares of 908 Devices Inc. by the Reporting Persons filed
with the Securities and Exchange Commission on February 4, 2021, and incorporated herein in its entirety by reference.
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