SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Knopp Kevin J.

(Last)

(First)

(Middle)

C/O 908 DEVICES INC.

645 SUMMER STREET

(Street)

BOSTON

02210

(City)

(State)

(Zip)

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	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	03/01/2023		A		53,794		⁽²⁾	⁽²⁾	Common Stock, par value $0.001	53,794	$0.00	53,794	D
Performance-Based Restricted Stock Unit	⁽³⁾	03/01/2023		A		53,794		02/01/2026⁽³⁾	⁽³⁾	Common Stock, par value $0.001	53,794	$0.00	53,794	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Common Stock, par value $0.001 ("Common Stock"), when vested.

2. 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.

3. Each Performance-Based RSU represents a contingent right to receive one share of Common Stock, when vested. The actual number of shares of Common Stock earned and acquired upon vesting of the Performance-Based RSUs shall be based upon the achievement of stock price levels pre-established by the Compensation Committee at the grant date, which shall be determined and certified by the Compensation Committee within 30 days of December 31, 2025, with reference to the Company's volume weighted average price of Common Stock on The Nasdaq Global Market during the fourth calendar quarter of fiscal year 2025 (i.e., the period from October 1, 2025 to December 31, 2025), subject to the reporting person's continued service through the vesting date. The number of Performance-Based RSUs reported reflects the maximum number of units the reporting person may earn at the certification date. Any Performance-Based RSUs not earned at the certification date shall be forfeited.

Remarks:

This Form 4 is being filed late due to an inadvertent administrative error.

	/s/ Michael S. Turner, as Attorney-in-Fact	03/16/2023
	** 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 Number.