Sec Form 4/A Filing - Martino Michael E @ Mason Industrial Technology, Inc. - 2021-01-29

FORM 4/A 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 Martino Michael E 2. Issuer Name and Ticker or Trading Symbol Mason Industrial Technology, Inc. [ MIT] 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) 110 E. 59TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2021 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 02/02/2021 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Class B common stock ( 1 ) 01/29/2021 J( 2 ) 437,500 ( 2 ) ( 1 ) ( 1 ) Class A common stock 437,500 ( 2 ) $ 0 12,190,625 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Martino Michael E 110 E. 59TH STREET NEW YORK, NY10022 X X Mason Industrial Sponsor, LLC 110 E. 59TH STREET NEW YORK, NY10022 X Garschina Kenneth M. 110 E. 59TH STREET NEW YORK, NY10022 X MASON CAPITAL MANAGEMENT LLC 110 E. 59TH STREET NEW YORK, NY10022 X Mason Capital Master Fund, L.P. 110 E. 59TH STREET NEW YORK, NY10022 X Mason Management LLC 110 EAST 59TH STREET NEW YORK, NY10022 X Signatures /s/ James McGovern, attorney-in-fact for Mason Industrial Sponsor, LLC 02/08/2021 Signature of Reporting Person Date /s/ James McGovern, attorney-in-fact for Michael E. Martino 02/08/2021 Signature of Reporting Person Date /s/ James McGovern, attorney-in-fact for Kenneth Garschina 02/08/2021 Signature of Reporting Person Date /s/ James McGovern, attorney-in-fact for Mason Capital Management LLC 02/08/2021 Signature of Reporting Person Date /s/ James McGovern, attorney-in-fact for Mason Capital Master Fund, L.P. 02/08/2021 Signature of Reporting Person Date /s/ James McGovern, attorney-in-fact for Mason Management LLC 02/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-252051) under the heading "Description of Securities-Founder Shares," the Class B common stock, par value $0.0001 per share, of the issuer will automatically convert into Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments, and have no expiration date. ( 2 )On January 29, 2021, Mason Industrial Sponsor, LLC forfeited 437,500 shares of Class B common stock in connection with the underwriters' exercise of the over-allotment option. ( 3 )In addition to Mason Industrial Sponsor, LLC, this Form 4 is being filed jointly by Michael E. Martino, Kenneth Garschina, Mason Capital Management LLC ("Mason Capital"), Mason Management LLC and Mason Capital Master Fund, L.P., (collectively, the "Reporting Persons"). Mason Industrial Sponsor, LLC is managed by Mason Management LLC. Mason Capital is an affiliate of Mason Management LLC. Michael E. Martino and Kenneth M. Garschina are the managing principals of Mason Capital and the sole members of Mason Management LLC. Mason Capital, Mr. Martino and Mr. Garschina may be deemed to have indirect voting and dispositive power over the shares of Class A common stock held by Mason Industrial Sponsor, LLC. Each of Mason Management LLC, Mason Capital Master Fund, L.P., Mason Capital, Mr. Martino and Mr. Garschina disclaims beneficial ownership over the securities owned by Mason Industrial Sponsor, LLC in which they do not have any pecuniary interest.

Remarks: No equity changes to the originally filed Form 4; submitting this Form 4/A to include additional reporting persons, Kenneth Garschina, Mason Management LLC and Mason Capital Master Fund, 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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