Statement of Changes in Beneficial Ownership (4)
16 Mars 2023 - 9:35PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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Brown Christopher D. |
2. Issuer Name and Ticker or Trading Symbol
908 Devices Inc.
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MASS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Technology Officer |
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(Last)
(First)
(Middle)
C/O 908 DEVICES INC., 645 SUMMER STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2023 |
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(Street)
BOSTON, MA 02210
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Stock Option (option to buy) | $8.83 | 3/1/2023 | | A | | 45018.00 | | (1) | 2/28/2033 | Common Stock, par value $0.001 | 45018.00 | $0.00 | 45018.00 | D | |
| Restricted Stock Unit | (2) | 3/1/2023 | | A | | 29672.00 | | (3) | (3) | Common Stock, par value $0.001 | 29672.00 | $0.00 | 29672.00 | D | |
| Explanation of Responses: |
| (1) | Twenty-five percent of the shares underlying the option become vested and exercisable on February 1, 2024, 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, 2024, subject to the reporting person's continued service through the applicable vesting date. |
| (2) | Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Common Stock, par value $0.001, when vested. |
| (3) | The RSUs shall vest 25% on February 1, 2024, with the remaining 75% vesting in three substantially equal annual installments at the three anniversary dates following February 1, 2024, subject to the reporting person's continued service through the applicable vesting date. The RSUs have no expiration date. |
Remarks:
This Form 4 is being filed late due to an inadvertent administrative error. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Brown Christopher D.
C/O 908 DEVICES INC.
645 SUMMER STREET
BOSTON, MA 02210 |
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| Chief Technology Officer |
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Signatures
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| /s/ Michael S. Turner, as Attorney-in-Fact | | 3/16/2023 |
| **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). |
| 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 control number. |
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