Sec Form 13G Filing - Colony Harvest Ltd filing for RAPID MICRO BIOSYSTEMS INC (RPID) - 2023-02-08

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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Securities and Exchange Commission

Washington, D.C. 20549

 

Schedule 13G

 

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. 1)*

 

Rapid Micro Biosystems, Inc.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

75340L104

(CUSIP Number)

 

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
¨Rule 13d-1(c)
xRule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 75340L104Schedule 13GPage 1 of 6

 

1 Names of Reporting Persons

Colony Harvest Ltd.
2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3

SEC Use Only 

 

4 Citizenship or Place of Organization

Cayman Islands
Number of Shares
Beneficially Owned
by Each Reporting
Person With
5

Sole Voting Power

 

0

 

6

Shared Voting Power

 

1,622,260

 

7

Sole Dispositive Power

 

0

 

8

Shared Dispositive Power

 

1,622,260

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,622,260

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9

 

4.5%

12

Type of Reporting Person

 

CO

         

 

CUSIP No. 75340L104Schedule 13GPage 2 of 6

 

1 Names of Reporting Persons

Fares Zahir
2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3

SEC Use Only 

 

4 Citizenship or Place of Organization

Malaysia
Number of Shares
Beneficially Owned
by Each Reporting
Person With
5

Sole Voting Power

 

0

 

6

Shared Voting Power

1,622,260

 

7

Sole Dispositive Power

 

0

 

8

Shared Dispositive Power

 

1,622,260

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,622,260

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9

 

4.5%

12

Type of Reporting Person

 

IN

         

 

CUSIP No. 75340L104Schedule 13GPage 3 of 6

 

ITEM 1.(a)           Name of Issuer:

 

Rapid Micro Biosystems, Inc. (the “Issuer”).

 

(b)Address of Issuer’s Principal Executive Offices:

 

1001 Pawtucket Boulevard West, Suite 280, Lowell, MA 01854

 

ITEM 2.(a)           Name of Person Filing:

 

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

 

Colony Harvest Ltd.

Fares Zahir

 

(b)Address or Principal Business Office:

 

The principal business address for the Reporting Persons is 26.03-26.08, Level 26, GTower, No. 199, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia.

 

(c)Citizenship of each Reporting Person is:

 

Colony Harvest Ltd. is organized under the laws of the Cayman Islands. Fares Zahir is a citizen of Malaysia.

 

(d)Title of Class of Securities:

 

Class A Common Stock, par value $0.01 per share (“Class A Common Stock”).

 

(e)CUSIP Number:

 

75340L104

 

ITEM 3.

 

Not applicable.

 

ITEM 4.Ownership.

 

(a-c)

 

The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2022, based upon 36,440,906 shares of Class A Common Stock outstanding as of November 7, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

 

 

CUSIP No. 75340L104Schedule 13GPage 4 of 6

 

Reporting Person 

Amount

beneficially

owned

  

Percent

of class:

   Sole power to vote or to direct the vote:   Shared power to vote or to direct the vote:  

Sole power to dispose or to direct the disposition

of:

  

Shared

power to

dispose or

to direct

the

disposition

of:

 
Colony Harvest Ltd.   1,622,260    4.5%   0    1,622,260    0    1,622,260 
Fares Zahir   1,622,260    4.5%   0    1,622,260    0    1,622,260 

 

Colony Harvest Ltd. is the record holder of the shares of Class A Common Stock reported herein. Fares Zahir is the director of Colony Harvest Ltd. and may be deemed to share beneficial ownership over the securities reported herein.

 

ITEM 5.Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following: x

 

ITEM 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

ITEM 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

ITEM 8.Identification and Classification of Members of the Group.

 

Not applicable.

 

ITEM 9.Notice of Dissolution of Group.

 

Not applicable.

 

ITEM 10.Certification.

 

Not applicable.

 

 

CUSIP No. 75340L104Schedule 13GPage 5 of 6

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 8, 2023

 

  Colony Harvest Ltd.

 

By:/s/ Fares Zahir
Name:Fares Zahir
Title:Director

 

  Fares Zahir

 

  /s/ Fares Zahir

 

 

CUSIP No. 75340L104Schedule 13GPage 6 of 6

 

LIST OF EXHIBITS

 

Exhibit No. Description
99 Joint Filing Agreement (previously filed).