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*
(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)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||||||||||||||
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| 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). | ||
| 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. | ||