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*
(Street)
| 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)
| 5. 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 Beneficially Owned | |||
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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 | 58,109 | I | Held by Quaker Bioventures II, L.P.(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Stock Option (Right to Buy) | (2) | 10/11/2027 | Class A Common Stock | 14,571 | 1 | D | |
Stock Option (Right to Buy) | (2) | 07/17/2028 | Class A Common Stock | 80,863 | 1 | D | |
Stock Option (Right to Buy) | (2) | 10/11/2027 | Class A Common Stock | 63,143 | 1 | D | |
Stock Option (Right to Buy) | (2) | 08/11/2026 | Class A Common Stock | 1,681 | 0.75 | D | |
Stock Option (Right to Buy) | (2) | 08/11/2026 | Class A Common Stock | 1,827 | 0.75 | D | |
Series A1 Preferred Stock | (3) | (3) | Class A Common Stock | 924,759 | (3) | I | Held by Quaker Bioventures II, L.P.(1) |
Series B1 Preferred Stock | (3) | (3) | Class A Common Stock | 226,180 | (3) | I | Held by Quaker Bioventures II, L.P.(1) |
Series C1 Preferred Stock | (3) | (3) | Class A Common Stock | 164,145 | (3) | I | Held by Quaker Bioventures II, L.P.(1) |
Class A Common Stock Warrant | (4) | 03/09/2022 | Class A Common Stock | 2,456 | 298.96 | I | Held by Quaker Bioventures II, L.P.(1) |
Class A Common Stock Warrant | (4) | 03/04/2026 | Class A Common Stock | 865 | 298.96 | I | Held by Quaker Bioventures II, L.P.(1) |
Class A Common Stock Warrant | (4) | 09/29/2026 | Class A Common Stock | 1,736 | 298.96 | I | Held by Quaker Bioventures II, L.P.(1) |
Series A1 Warrant | (4) | 07/24/2027 | Series A1 Preferred Stock | 410,015 | 0.01 | I | Held by Quaker Bioventures II, L.P.(1) |
Series B1 Warrant | (4) | 01/17/2028 | Series B1 Preferred Stock | 64,516 | 0.01 | I | Held by Quaker Bioventures II, L.P.(1) |
Series B1 Warrant | (4) | 12/06/2027 | Series B1 Preferred Stock | 64,516 | 0.01 | I | Held by Quaker Bioventures II, L.P.(1) |
Explanation of Responses: |
1. These shares are held directly by Quaker Bioventures II, L.P. The Reporting Person is a managing director of Quaker Bioventures Capital II, L.P., the parent of Quaker Bioventures II, L.P., and may be deemed to beneficially hold the shares. |
2. The option is fully vested and exercisable. |
3. The Series A1 Preferred Stock, the Series B1 Preferred Stock and the Series C1 Preferred Stock (collectively, the "Preferred Stock") are convertible upon closing of the initial public offering 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. |
4. Immediately exercisable. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Jonathan Paris, Attorney-in-Fact for Richard S. Kollender | 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). | ||
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. |