Sec Form 4 Filing - CRANDELL KEITH @ 908 Devices Inc. - 2020-12-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
CRANDELL KEITH
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
8755 WEST HIGGINS ROAD, SUITE 1025
3. Date of Earliest Transaction (MM/DD/YY)
12/22/2020
(Street)
CHICAGO, IL60631
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.001 12/22/2020 C 5,425,045 A 5,425,045 I See Footnote ( 2 )
Common Stock, par value $0.001 12/22/2020 P 300,000 A $ 20 5,725,045 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock ( 1 ) 12/22/2020 C 2,927,386 ( 1 ) ( 1 ) Common Stock, par value $0.001 2,927,386 $ 0 0 I See Footnote ( 2 )
Series B Preferred Stock ( 1 ) 12/22/2020 C 981,443 ( 1 ) ( 1 ) Common Stock, par value $0.001 981,443 $ 0 0 I See Footnote ( 2 )
Series C Preferred Stock ( 1 ) 12/22/2020 C 669,977 ( 1 ) ( 1 ) Common Stock, par value $0.001 669,977 $ 0 0 I See Footnote ( 2 )
Series D Preferred Stock ( 1 ) 12/22/2020 C 665,661 ( 1 ) ( 1 ) Common Stock, par value $0.001 665,661 $ 0 0 I See Footnote ( 2 )
Series E Preferred Stock ( 1 ) 12/22/2020 C 180,578 ( 1 ) ( 1 ) Common Stock, par value $0.001 180,578 $ 0 0 I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CRANDELL KEITH
8755 WEST HIGGINS ROAD
SUITE 1025
CHICAGO, IL60631
X X
Signatures
/s/ Michael S. Turner, as Attorney-in-Fact 12/22/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock (collectively, the "Preferred Shares") converted into 0.61459 shares of the Issuer's Common Stock automatically upon the closing of the Issuer's initial public offering without payment of additional consideration. The Preferred Shares were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering, and had no expiration date.
( 2 )The securities are owned directly by ARCH Venture Fund VII, L.P. ("ARCH Fund VII"). The sole general partner of ARCH Fund VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to be the beneficial owner of the securities held by ARCH Fund VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to be the beneficial owner of the securities held by ARCH Fund VII. The reporting person is a managing director of ARCH VII LLC, and may be deemed to beneficially own the securities held by ARCH Fund VII. The reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

Remarks:
This is one of two Forms 4 filed on the date hereof in respect of these securities. The Reporting Person for the other Form 4 is ARCH Venture Fund VII, L.P.

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).
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