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
 
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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*
Hirsch David

(Last) (First) (Middle)
C/O LONGITUDE CAPITAL PARTNERS II, LLC
2740 SAND HILL ROAD, SECOND FLOOR

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RAPID MICRO BIOSYSTEMS, INC. [ RPID ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/19/2021
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)
Code V Amount (A) or (D) Price
Class A Common Stock 07/19/2021 C 3,344,038 A (1) 3,407,952 I Held by Longitude Venture Partners II, L.P.(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A1 Preferred Stock (1) 07/19/2021 C 8,774,007 (1) (1) Class A Common Stock 1,754,801 (1) 0 I Held by Longitude Venture Partners II, L.P.(2)
Series B1 Preferred Stock (1) 07/19/2021 C 5,654,529 (1) (1) Class A Common Stock 1,130,904 (1) 0 I Held by Longitude Venture Partners II, L.P.(2)
Series C1 Preferred Stock (1) 07/19/2021 C 2,291,665 (1) (1) Class A Common Stock 458,333 (1) 0 I Held by Longitude Venture Partners II, L.P.(2)
Series A1 Warrant $0.01 07/19/2021 C(3) 2,500,000 (4) 07/24/2027 Series A1 Preferred Stock 2,500,000 (3) 0 I Held by Longitude Venture Partners II, L.P.(2)
Common Stock Warrant $0.05 07/19/2021 C 500,000 (4) 07/24/2027 Class A Common Stock 500,000 (3) 500,000 I Held by Longitude Venture Partners II, L.P.(2)
Series B1 Warrant $0.01 07/19/2021 C(3) 645,160 (3) 01/17/2028 Series B1 Preferred Stock 645,160 (3) 0 I Held by Longitude Venture Partners II, L.P.(2)
Common Stock Warrant $0.05 07/19/2021 C 129,032 (4) 01/17/2028 Class A Common Stock 129,032 (3) 129,032 I Held by Longitude Venture Partners II, L.P.(2)
Explanation of Responses:
1. 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 automatically converted into 0.20 shares of the Issuer's Class A Common Stock upon the closing of the Issuer's initial public offering.
2. 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. The Reporting Person is a member of LCP II and may be deemed to share voting and investment power over the shares of the issuer held by LCP II. LCP II and Dr. Hirsch disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.
3. The Issuer's Preferred Stock warrants automatically converted into warrants to purchase Common Stock immediately prior to the closing of the Issuer's initial public offering without payment or further consideration. The transaction is listed solely for the purpose of reporting the change in the shares underlying the warrants.
4. Immediately exercisable.
/s/ Jonathan Paris, Attorney-in-Fact for David Hirsch 07/20/2021
** 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 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).
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