Sec Form 4 Filing - Hirsch David @ RAPID MICRO BIOSYSTEMS, INC. - 2021-07-19

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Hirsch David
2. Issuer Name and Ticker or Trading Symbol
RAPID MICRO BIOSYSTEMS, INC. [ RPID]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O LONGITUDE CAPITAL PARTNERS II, LLC, 2740 SAND HILL ROAD, SECOND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/19/2021
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 3,407,952 I Held by Longitude Venture Partners II, 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ( 1 ) 07/19/2021 C 8,774,007 ( 1 ) ( 1 ) Class A Common Stock 1,754,801 ( 1 ) 0 I Held by Longitude Venture Partners II, L.P. ( 2 )
Series B1 Preferred Stock ( 1 ) 07/19/2021 C 5,654,529 ( 1 ) ( 1 ) Class A Common Stock 1,130,904 ( 1 ) 0 I Held by Longitude Venture Partners II, L.P. ( 2 )
Series C1 Preferred Stock ( 1 ) 07/19/2021 C 2,291,665 ( 1 ) ( 1 ) Class A Common Stock 458,333 ( 1 ) 0 I Held by Longitude Venture Partners II, L.P. ( 2 )
Series A1 Warrant $ 0.01 07/19/2021 C( 3 ) 2,500,000 ( 4 ) 07/24/2027 Series A1 Preferred Stock 2,500,000 ( 3 ) 0 I Held by Longitude Venture Partners II, L.P. ( 2 )
Common Stock Warrant $ 0.05 07/19/2021 C 500,000 ( 4 ) 07/24/2027 Class A Common Stock 500,000 ( 3 ) 500,000 I Held by Longitude Venture Partners II, L.P. ( 2 )
Series B1 Warrant $ 0.01 07/19/2021 C( 3 ) 645,160 ( 3 ) 01/17/2028 Series B1 Preferred Stock 645,160 ( 3 ) 0 I Held by Longitude Venture Partners II, L.P. ( 2 )
Common Stock Warrant $ 0.05 07/19/2021 C 129,032 ( 4 ) 01/17/2028 Class A Common Stock 129,032 ( 3 ) 129,032 I Held by Longitude Venture Partners II, L.P. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hirsch David
C/O LONGITUDE CAPITAL PARTNERS II, LLC
2740 SAND HILL ROAD, SECOND FLOOR
MENLO PARK, CA94025
X X
Signatures
/s/ Jonathan Paris, Attorney-in-Fact for David Hirsch 07/20/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.
( 4 )Immediately exercisable.

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 4(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.