SEC FORM 3 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*
KENNEDY LEWIS MANAGEMENT LP

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2022
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)
Common Stock 1,922,082 I See Footnotes(1)(2)(3)(4)(5)
Common Stock 2,742,733 I See Footnotes(6)(2)(3)(4)(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
Warrants 05/14/2020 05/14/2030 Class A common stock 239,130 5.75 I See Footnotes(1)(2)(3)(4)(5)
1. Name and Address of Reporting Person*
KENNEDY LEWIS MANAGEMENT LP

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kennedy Lewis Capital Partners Master Fund II LP

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kennedy Lewis GP II LLC

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kennedy Lewis Investment Holdings II LLC

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kennedy Lewis Capital Partners Master Fund III LP

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kennedy Lewis GP III LLC

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KLM GP LLC

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KENNEDY LEWIS INVESTMENT MANAGEMENT LLC

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Richman Darren

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CHENE DAVID

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
Explanation of Responses:
1. These securities of Rapid Micro Biosystems, Inc. (the "Issuer") are held directly by Kennedy Lewis Capital Partners Master Fund II LP ("Master Fund II", and together with Master Fund III, as defined below, the "Funds").
2. Kennedy Lewis Management LP (the "Adviser") acts as investment adviser to the Funds. KLM GP LLC ("KLM") is the general partner of the Adviser. Kennedy Lewis Investment Management LLC ("Kennedy Lewis") is the owner and control person of KLM. David Chene and Darren Richman are the managing members and control persons of Kennedy Lewis. Each of the Adviser, KLM and Kennedy Lewis may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by each of the Funds due to their relationship with the Funds. Kennedy Lewis GP II LLC ("Fund II GP") is the general partner of Master Fund II. Kennedy Lewis Investment Holdings II LLC ("Holdings II") is the managing member of Fund II GP. David Chene and Darren Richman are the managing members of Holdings II.
3. (Continued on footnote 2) Each of Fund II GP and Holdings II may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by Master Fund II due to their relationship with Master Fund II. Kennedy Lewis GP III LLC ("Fund III GP") is the general partner of Master Fund III. Holdings II is the managing member of Fund III GP. David Chene and Darren Richman are the managing members of Holdings II. Each of Fund III GP and Holdings II may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by Master Fund III due to their relationship with Master Fund III.
4. (Continued on footnote 3) David Chene and Darren Richman, in their capacities as managing members of Kennedy Lewis, and managing members of Holdings II, may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by each of the Funds due to their relationships with the Funds.
5. For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Adviser, KLM, Kennedy Lewis, Fund II GP, Holdings II, Fund III GP, David Chene and Darren Richman disclaims beneficial ownership of the securities of the Issuer held directly by the Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of the Adviser, KLM, Kennedy Lewis, Fund II GP, Holdings II, Fund III GP, David Chene or Darren Richman is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
6. These securities of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund III LP ("Master Fund III").
Remarks:
KENNEDY LEWIS MANAGEMENT LP, By: KLM GP LLC, its general partner, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 05/19/2022
KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND II LP, By: Kennedy Lewis GP II LLC, its general partner, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 05/19/2022
KENNEDY LEWIS GP II LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 05/19/2022
KENNEDY LEWIS INVESTMENT HOLDINGS II LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person 05/19/2022
KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND III LP, By: Kennedy Lewis GP III LLC, its general partner, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 05/19/2022
KENNEDY LEWIS GP III LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 05/19/2022
KENNEDY LEWIS INVESTMENT MANAGEMENT LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 05/19/2022
KLM GP LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person 05/19/2022
DARREN RICHMAN, Name: /s/ Darren Richman 05/19/2022
DAVID CHENE, Name: /s/ David Chene 05/19/2022
** 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.
                                                        Exhibit 99.1

                       Form 3 Joint Filer Information


Name:                                   Kennedy Lewis Management LP

Address                                 111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      05/17/2022



Name:                                   Kennedy Lewis Capital Partners Master
                                        Fund II LP

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      05/17/2022



Name:                                   Kennedy Lewis GP II LLC

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      05/17/2022



Name:                                   Kennedy Lewis Investment Holdings II
                                        LLC

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      05/17/2022



Name:                                   Kennedy Lewis Capital Partners Master
                                        Fund III LP

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement       05/17/2022



Name:                                   Kennedy Lewis GP III LLC

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:      05/17/2022



Name:                                   KLM GP LLC

Address:                                111 West 33rd Street, Suite 1910
                                        New York, NY 10120

Date of Event Requiring Statement:     05/17/2022



Name:                                  Kennedy Lewis Investment Management LLC

Address:                               111 West 33rd Street, Suite 1910
                                       New York, NY 10120

Date of Event Requiring Statement:     05/17/2022



Name:                                  Darren Richman

Address:                               111 West 33rd Street, Suite 1910
                                       New York, NY 10120

Date of Event Requiring Statement:     05/17/2022



Name:                                  David Chene

Address:                               111 West 33rd Street, Suite 1910
                                       New York, NY 10120

Date of Event Requiring Statement:     05/17/2022