SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Soleymannezhad Ali

(Last)

(First)

(Middle)

C/O MAXCYTE, INC.

9713 KEY WEST AVENUE, SUITE 400

(Street)

ROCKVILLE

20850

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/11/2024

3. Issuer Name and Ticker or Trading Symbol
MAXCYTE, INC. [ MXCT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Commercial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,625⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	09/10/2033	Common Stock	275,000	$3.82	D
Employee Stock Option (right to buy)	⁽³⁾	12/10/2033	Common Stock	25,000	$5.02	D
Employee Stock Option (right to buy)	⁽⁴⁾	03/14/2034	Common Stock	62,500	$4.31	D

Explanation of Responses:

1. These shares represent restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. Twenty-five percent (25%) of the RSUs shall vest on March 15, 2025, and the remainder shall vest in three (3) substantially equal annual installments thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date.

2. Twenty-five percent (25%) of the shares underlying this option vested on September 11, 2024, and the remainder shall vest in thirty-six (36) substantially equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date.

3. Twenty-five percent (25%) of the shares underlying this option shall vest on December 11, 2024, and the remainder shall vest in thirty-six (36) substantially equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date.

4. Twenty-five percent (25%) of the shares underlying this option shall vest on March 15, 2025, and the remainder shall vest in thirty-six (36) substantially equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ David Sandoval, Attorney-in-Fact	09/18/2024
	** 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 5 (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.

New insider Soleymannezhad Ali claimed ownership of 15,625 shares (SEC Form 3)