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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (1) | 06/12/2024 | M | 7,777 | (3) | (3) | Common Stock | 7,777 | $ 0 | 0 | D | ||||
| Restricted Stock Unit | (4) | 06/13/2024 | A | 11,364 | (5) | (5) | Common Stock | 11,364 | $ 0 | 11,364 | D | ||||
| Stock Option (option to buy) | $ 5.94 | 06/13/2024 | A | 15,996 | (6) | 06/15/2033 | Common Stock | 15,996 | $ 0 | 15,996 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Spoto Mark C/O 908 DEVICES INC. 645 SUMMER STREET BOSTON, MA 02210 |
X | |||
| /s/ Michael S. Turner, as Attorney-in-Fact | 06/14/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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 12, 2024, the day prior to the 2024 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 13, 2025 or the day prior to the 2025 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 13, 2024, subject to the reporting person's continued service through the applicable vesting date. |