| 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 |
|
|||||||||||||||
 |
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
RAPID MICRO BIOSYSTEMS, INC. [ RPID ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
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)
|
|||||||||||||||||||||||||
| 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 | $0.00 | 3,407,952 | I | Held by Longitude Venture Partners II, L.P.(1) | ||
| Class A Common Stock | 07/19/2021 | P | 150,000 | A | $20 | 150,000 | I | Held by Longitude Prime Fund, 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 | (3) | 07/19/2021 | C | 8,774,007 | (3) | (3) | Class A Common Stock | 1,754,801 | $0.00 | 0 | I | Held by Longitude Venture Partners II, L.P.(1) | |||
| Series B1 Preferred Stock | (3) | 07/19/2021 | C | 5,654,529 | (3) | (3) | Class A Common Stock | 1,130,904 | $0.00 | 0 | I | Held by Longitude Venture Partners II, L.P.(1) | |||
| Series C1 Preferred Stock | (3) | 07/19/2021 | C | 2,291,665 | (3) | (3) | Class A Common Stock | 458,333 | $0.00 | 0 | I | Held by Longitude Venture Partners II, L.P.(1) | |||
| Series A1 Warrant | $0.01 | 07/19/2021 | C(4) | 2,500,000 | (4) | 07/24/2027 | Series A1 Preferred Stock | 2,500,000 | $0.00 | 0 | I | Held by Longitude Venture Partners II, L.P.(1) | |||
| Common Stock Warrant | $0.05 | 07/19/2021 | C | 500,000 | (5) | 07/24/2027 | Class A Common Stock | 500,000 | $0.00 | 500,000 | I | Held by Longitude Venture Partners II, L.P.(1) | |||
| Series B1 Warrant | $0.01 | 07/19/2021 | C(4) | 645,160 | (4) | 01/17/2028 | Series B1 Preferred Stock | 645,160 | $0.00 | 0 | I | Held by Longitude Venture Partners II, L.P.(1) | |||
| Common Stock Warrant | $0.05 | 07/19/2021 | C | 129,032 | (5) | 01/17/2028 | Class A Common Stock | 129,032 | $0.00 | 129,032 | I | Held by Longitude Venture Partners II, L.P.(1) | |||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| 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 securities are held directly by Longitude Prime Fund, L.P. ("LPF"). Longitude Prime Partners, LLC ("LPP"), the general partner of LPF, may be deemed to have voting and investment power with respect to the shares held by LPF. Mr. Enright and Ms. Tammenoms Bakker are the managing members of LPP and may be deemed to have voting, investment and dispositive power over the shares held by LPF. LPP and each of Mr. Enright and Ms. Tammenoms Bakker disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein. |
| 3. 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. |
| 4. 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. |
| 5. Immediately exercisable. |
| Remarks: |
| Longitude Capital Partners II, LLC, By: /s/ Patrick Enright, managing member | 07/20/2021 | |
| Longitude Venture Partners II, L.P., By: /s/ Patrick Enright, managing member of the general partner | 07/20/2021 | |
| Longitude Prime Partners, LLC, By: /s/ Patrick Enright, managing member | 07/20/2021 | |
| Longitude Prime Fund, L.P., By: /s/ Patrick Enright, managing member of the general partner | 07/20/2021 | |
| /s/ Patrick Enright | 07/20/2021 | |
| /s/ Juliet Tammenoms Bakker | 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). | ||
| 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. | ||