Sec Form 4 Filing - Kollender Richard S @ RAPID MICRO BIOSYSTEMS, INC. - 2021-07-19

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Kollender Richard S
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O RAPID MICRO BIOSYSTEMS, INC., 1001 PAWTUCKET BOULEVARD WEST, SUITE 280
3. Date of Earliest Transaction (MM/DD/YY)
07/19/2021
(Street)
LOWELL, MA01854
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 1,315,084 A 1,373,193 I Held by Quaker Bioventures 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 4,623,796 ( 1 ) ( 1 ) Class A Common Stock 924,759 ( 1 ) 0 I Held by Quaker Bioventures II, L.P. ( 2 )
Series B1 Preferred Stock ( 1 ) 07/19/2021 C 1,130,906 ( 1 ) ( 1 ) Class A Common Stock 226,180 ( 1 ) 0 I Held by Quaker Bioventures II, L.P. ( 2 )
Series C1 Preferred Stock ( 1 ) 07/19/2021 C 820,729 ( 1 ) ( 1 ) Class A Common Stock 164,145 ( 1 ) 0 I Held by Quaker Bioventures II, L.P. ( 2 )
Series A1 Warrant $ 0.01 07/19/2021 C( 3 ) 410,051 ( 3 ) 07/24/2027 Series A1 Preferred Stock 410,051 ( 3 ) 0 I Held by Quaker Bioventures II, L.P. ( 2 )
Common Stock Warrant $ 0.05 07/19/2021 C 82,010 ( 4 ) 07/24/2027 Class A Common Stock 82,010 ( 3 ) 82,010 I Held by Quaker Bioventures II, L.P. ( 2 )
Series B1 Warrant $ 0.01 07/19/2021 C( 3 ) 64,516 ( 4 ) 01/17/2028 Series B1 Preferred Stock 64,516 ( 3 ) 0 I Held by Quaker Bioventures II, L.P. ( 2 )
Common Stock Warrant $ 0.05 07/19/2021 C 12,903 ( 4 ) 01/17/2028 Class A Common Stock 12,903 ( 3 ) 12,903 I Held by Quaker Bioventures II, L.P. ( 2 )
Series B1 Warrant $ 0.01 07/19/2021 C( 3 ) 64,516 ( 4 ) 12/06/2027 Series B1 Preferred Stock 64,516 ( 3 ) 0 I Held by Quaker Bioventures II, L.P. ( 2 )
Common Stock Warrant $ 0.05 07/19/2021 C 12,903 ( 4 ) 12/06/2027 Class A Common Stock 12,903 ( 3 ) 12,903 I Held by Quaker Bioventures II, L.P. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kollender Richard S
C/O RAPID MICRO BIOSYSTEMS, INC.
1001 PAWTUCKET BOULEVARD WEST, SUITE 280
LOWELL, MA01854
X
Signatures
/s/ Jonathan Paris, Attorney-in-Fact for Richard Kollender 07/20/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A1 Preferred Stock, the Series B1 Preferred Stock and the 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 )These shares are held directly by Quaker Bioventures II, L.P. The Reporting Person is a managing director of Quaker Bioventures Capital II, L.P., the parent of Quaker Bioventures II, L.P. and may be deemed to beneficially hold the shares.
( 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.

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