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* Longitude Capital Partners II, LLC (Last) (First) (Middle) 2740 SAND HILL ROAD, SECOND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/14/2021	3. Issuer Name and Ticker or Trading Symbol RAPID MICRO BIOSYSTEMS, INC. [ RPID ]
		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)
Class A Common Stock	63,914	I	By Longitude Venture Partners II, L.P.(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
Series A1 Preferred Stock	(2)	(2)	Class A Common Stock	1,754,801	(2)	I	Held by Longitude Venture Partners II, L.P.(1)
Series B1 Preferred Stock	(2)	(2)	Class A Common Stock	1,130,904	(2)	I	Held by Longitude Venture Partners II, L.P.(1)
Series C1 Preferred Stock	(2)	(2)	Class A Common Stock	458,333	(2)	I	Held by Longitude Venture Partners II, L.P.(1)
Common Warrant	(3)	03/09/2022	Class A Common Stock	5,563	298.96	I	Held by Longitude Venture Partners II, L.P.(1)
Series A1 Warrant	(3)	07/24/2027	Series A1 Preferred Stock	2,500,000	0.01	I	By Longitude Venture Partners II, L.P.(1)
Series B1 Warrant	(3)	01/17/2028	Series B1 Preferred Stock	645,160	0.01	I	By Longitude Venture Partners II, L.P.(1)

1. Name and Address of Reporting Person* Longitude Capital Partners II, LLC (Last) (First) (Middle) 2740 SAND HILL ROAD, SECOND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Longitude Venture Partners II, L.P. (Last) (First) (Middle) 2740 SAND HILL ROAD, SECOND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* ENRIGHT PATRICK G (Last) (First) (Middle) 2740 SAND HILL ROAD SECOND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Tammenoms Bakker Juliet (Last) (First) (Middle) 2740 SAND HILL ROAD SECOND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip)

Explanation of Responses:

1. The securities are held directly by Longitude Venture Partners II, L.P. ("LVP II"). Longitude Capital Partners II, LLC, ("LCP II"), the general partner of LVP II, may be deemed to have voting and investment power with respect to the shares held by LVP II. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of LCP II and may be deemed to share voting and investment power over the shares held by LVP II. Each of LCP II, Mr. Enright and Ms. Tammenoms Bakker disclaim beneficial ownership of such securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interest therein.

2. The Series A1 Preferred Stock, Series B1 Preferred Stock and Series C1 Preferred Stock (collectively, the "Preferred Stock") are convertible at any time, at the holder's election and have no expiration date. Each share of Preferred Stock shall be automatically converted into 0.20 shares of the Issuer's Class A Common Stock upon the closing of the Issuer's initial public offering.

3. Immediately exercisable.

	Longitude Capital Partners II, LLC, By: /s/ Patrick Enright, managing member	07/14/2021
	Longitude Venture Partners II, L.P., By: /s/ Patrick Enright, managing member of the general partner	07/14/2021
	/s/ Patrick Enright	07/14/2021
	/s/ Juliet Tammenoms Bakker	07/14/2021
	** 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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