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
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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Rapid Micro Biosystems, Inc. (Name of Issuer) |
Common Stock, par value $0.01 (Title of Class of Securities) |
75340L104 (CUSIP Number) |
12/31/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 75340L104 |
| 1 | Names of Reporting Persons
Endeavour Medtech Growth II LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
GUERNSEY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,257,099.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) Includes (i) 2,217,190 shares of Class A common stock held by Endeavour Medtech Growth II LP and (ii) 39,909 shares of Class A common stock held by Endeavour Medtech Growth II Parallel LP. (2) Based on 39,823,026 shares of Class A Common Stock of the Issuer outstanding as of October 31, 2025 as reported by the Issuer in the Form 10-Q, filed with the United States Securities and Exchange Commission (the "Commission") on November 7, 2025 (the "Form 10-Q").
SCHEDULE 13G
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| CUSIP No. | 75340L104 |
| 1 | Names of Reporting Persons
Endeavour Medtech Growth II Parallel LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
GUERNSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,257,099.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) Includes (i) 2,217,190 shares of Class A common stock held by Endeavour Medtech Growth II LP and (ii) 39,909 shares of Class A common stock held by Endeavour Medtech Growth II Parallel LP. (2) Based on 39,823,026 shares of Class A Common Stock of the Issuer outstanding as of October 31, 2025 as reported by the Issuer in the Form 10-Q, filed with the United States Securities and Exchange Commission (the "Commission") on November 7, 2025.
SCHEDULE 13G
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| CUSIP No. | 75340L104 |
| 1 | Names of Reporting Persons
Endeavour Medtech II GP Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
GUERNSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,257,099.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (3) Includes (i) 2,217,190 shares of Class A common stock held by Endeavour Medtech Growth II LP and (ii) 39,909 shares of Class A common stock held by Endeavour Medtech Growth II Parallel LP. (4) Based on 39,823,026 shares of Class A Common Stock of the Issuer outstanding as of October 31, 2025 as reported by the Issuer in the Form 10-Q, filed with the United States Securities and Exchange Commission (the "Commission") on November 7, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Rapid Micro Biosystems, Inc. | |
| (b) | Address of issuer's principal executive offices:
25 Hartwell Avenue, Lexington, MA 02421 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) Endeavour Medtech Growth II LP (ii) Endeavour Medtech Growth II Parallel LP (iii) Endeavour Medtech II GP Limited | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business and principal office of each of the Reporting Persons is P.O. Box 656, East Wing Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3PP | |
| (c) | Citizenship:
Each of (1) Endeavour Medtech Growth II LP, (2) Endeavour Medtech Growth II Parallel LP and (3) Endeavour Medtech II GP Limited is a Guernsey limited partnership. | |
| (d) | Title of class of securities:
Common Stock, par value $0.01 | |
| (e) | CUSIP No.:
75340L104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Endeavour Medtech Growth II LP 2,217,190 shares of Class A common stock are held of record by Endeavour Medtech Growth II LP ("EMG II"). Endeavour Medtech II GP Limited ("Endeavour GP") is the general partner of EMG II. Endeavour Medtech Growth II Parallel LP 39,909 shares of Class A common stock are held of record by Endeavour Medtech Growth II Parallel LP ("EMG II AFF"). Endeavour GP is the general partner of EMG II AFF. As a result of foregoing, and the relationships described in Item 2(a) of this Schedule 13G, the Reporting Persons may be deemed to share ownership over the reported 2,257,099 shares of Class A common stock, but the filing of this Statement shall not be deemed an admission of such beneficial ownership by any of the Reporting Persons for purposes of Section 13(d) or Section 13(g) or for any other purpose. | |
| (b) | Percent of class:
5.7% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
2,257,099 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
2,257,099 | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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Comments accompanying signature: Endeavour Medtech Growth II LP is signed for by Endeavour Medtech II GP Limited, its General Partner. Endeavour Medtech Growth II Parallel LP is signed for by Endeavour Medtech II GP Limited, its General Partner..