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* DOUGLAS RICHARD (Last) (First) (Middle) C/O MAXCYTE, INC. 22 FIRSTFIELD ROAD, SUITE 110 (Street) GAITHERSBURG MD 20878 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/29/2021	3. Issuer Name and Ticker or Trading Symbol MAXCYTE, INC. [ MXCT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	02/12/2028	Common Stock	40,900	$3.45(2)	D
Stock Option (right to buy)	(3)	03/04/2029	Common Stock	26,900	$2.44(2)	D
Stock Option (right to buy)	(4)	01/20/2030	Common Stock	26,900	$1.87(2)	D
Stock Option (right to buy)	(5)	02/16/2031	Common Stock	26,900	$14.3(2)	D

Explanation of Responses:

1. The shares underlying this option vested or shall vest monthly in forty-eight (48) equal monthly installments commencing on March 12, 2018, subject to the Reporting Person's continued service to the Issuer through each vesting date.

2. This exercise price is in US Dollars and reflects the conversion of GBP to USD at an exchange rate of GBP 1.00 to $1.3749 as of July 23, 2021.

3. The shares underlying this option vested or shall vest monthly in forty-eight (48) equal monthly installments commencing on April 4, 2019, subject to the Reporting Person's continued service to the Issuer through each vesting date.

4. The shares underlying this option vested or shall vest monthly in forty-eight (48) equal monthly installments commencing on February 20, 2020, subject to the Reporting Person's continued service to the Issuer through each vesting date.

5. One hundred percent (100%) of the shares underlying this option shall vest on January 13, 2022, subject to the Reporting Person's continued service to the Issuer through each vesting date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Jason Minio, Attorney-in-Fact	07/29/2021
	** 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.