Hirsch David Form 3 RAPID MICRO BIOSYSTEMS / David Hirsch ownership change

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^*

Hirsch David

(Last) (First) (Middle)

C/O LONGITUDE CAPITAL PARTNERS II, LLC,

2740 SAND HILL ROAD, SECOND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

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)

X	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)

X	Form filed by One Reporting Person
	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)
Class A Common Stock	63,914	I	Held by Longitude Venture Partners II, L.P.(1)

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
Series A1 Preferred Stock	(2)	(2)	Class A Common Stock	1,754,801	(2)	I	Held by Longitude Venture Partners II, L.P.(1)
Series B1 Preferred Stock	(2)	(2)	Class A Common Stock	1,130,904	(2)	I	Held by Longitude Venture Partners II, L.P.(1)
Series C1 Preferred Stock	(2)	(2)	Class A Common Stock	458,333	(2)	I	Held by Longitude Venture Partners II, L.P.(1)
Common Warrant	(3)	03/09/2022	Class A Common Stock	5,563	298.96	I	Held by Longitude Venture Partners II, L.P.(1)
Series A1 Warrant	(3)	07/24/2027	Series A1 Preferred Stock	2,500,000	0.01	I	By Longitude Venture Partners II, L.P.(1)
Series B1 Warrant	(3)	01/17/2028	Series B1 Preferred Stock	645,160	0.01	I	By Longitude Venture Partners II, L.P.(1)

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. 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.

2. 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 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.

3. Immediately exercisable.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jonathan Paris, Attorney-in-Fact for David Hirsch	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.
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