Bakker Juliet Tammenoms Form 4 RAPID MICRO BIOSYSTEMS / PATRICK G ENRIGHT ownership change

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^*

Longitude Capital Partners II, LLC

(Last) (First) (Middle)

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)

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)

	Form filed by One Reporting Person
X	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	$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^*

Longitude Capital Partners II, LLC

(Last) (First) (Middle)

2740 SAND HILL ROAD, SECOND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Longitude Venture Partners II, L.P.

(Last) (First) (Middle)

2740 SAND HILL ROAD, SECOND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Longitude Prime Partners, LLC

(Last) (First) (Middle)

2740 SAND HILL ROAD, SECOND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Longitude Prime Fund, L.P.

(Last) (First) (Middle)

2740 SAND HILL ROAD, SECOND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENRIGHT PATRICK G

(Last) (First) (Middle)

2740 SAND HILL ROAD, SECOND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tammenoms Bakker Juliet

(Last) (First) (Middle)

2740 SAND HILL ROAD, SECOND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

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
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