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* Casdin Partners Master Fund, L.P. (Last) (First) (Middle) 1350 AVENUE OF THE AMERICAS SUITE 2600 (Street) NEW YORK NY 10019 (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) Director X 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) Form filed by One Reporting Person X 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, par value $0.01 per share	12,171,334	D(1)

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

1. Name and Address of Reporting Person* Casdin Partners Master Fund, L.P. (Last) (First) (Middle) 1350 AVENUE OF THE AMERICAS SUITE 2600 (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Casdin Capital, LLC (Last) (First) (Middle) 1350 AVENUE OF THE AMERICAS SUITE 2600 (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Casdin Partners GP, LLC (Last) (First) (Middle) 1350 AVENUE OF THE AMERICAS SUITE 2600 (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Casdin Eli (Last) (First) (Middle) 1350 AVENUE OF THE AMERICAS SUITE 2600 (Street) NEW YORK NY 10019 (City) (State) (Zip)

Explanation of Responses:

1. The securities are owned directly by Casdin Partners Master Fund, LP (the "Master Fund") and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to the Master Fund, (ii) Casdin Partners GP, LLC, the general partner of the Master Fund, and (ii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC.

Remarks:

Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	Casdin Partners Master Fund, LP, By: Casdin Partners GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member	07/30/2021
	Casdin Capital LLC, By: /s/ Eli Casdin, Managing Member	07/30/2021
	Casdin Partners GP LLC, By: /s/ Eli Casdin, Managing Member	07/30/2021
	/s/ Eli Casdin, Eli Casdin	07/30/2021
	** 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).
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