ThZeal - The Zeal

SEC FORM 3 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^*

Kollender Richard S

(Last)

(First)

(Middle)

C/O RAPID MICRO BIOSYSTEMS, INC.

1001 PAWTUCKET BOULEVARD WEST, SUITE 280

(Street)

LOWELL,

01854

(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	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	58,109	I	Held by Quaker Bioventures 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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Right to Buy)	⁽²⁾	10/11/2027	Class A Common Stock	14,571	$1	D
Stock Option (Right to Buy)	⁽²⁾	07/17/2028	Class A Common Stock	80,863	$1	D
Stock Option (Right to Buy)	⁽²⁾	10/11/2027	Class A Common Stock	63,143	$1	D
Stock Option (Right to Buy)	⁽²⁾	08/11/2026	Class A Common Stock	1,681	$0.75	D
Stock Option (Right to Buy)	⁽²⁾	08/11/2026	Class A Common Stock	1,827	$0.75	D
Series A1 Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	924,759	⁽³⁾	I	Held by Quaker Bioventures II, L.P.⁽¹⁾
Series B1 Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	226,180	⁽³⁾	I	Held by Quaker Bioventures II, L.P.⁽¹⁾
Series C1 Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	164,145	⁽³⁾	I	Held by Quaker Bioventures II, L.P.⁽¹⁾
Class A Common Stock Warrant	⁽⁴⁾	03/09/2022	Class A Common Stock	2,456	$298.96	I	Held by Quaker Bioventures II, L.P.⁽¹⁾
Class A Common Stock Warrant	⁽⁴⁾	03/04/2026	Class A Common Stock	865	$298.96	I	Held by Quaker Bioventures II, L.P.⁽¹⁾
Class A Common Stock Warrant	⁽⁴⁾	09/29/2026	Class A Common Stock	1,736	$298.96	I	Held by Quaker Bioventures II, L.P.⁽¹⁾
Series A1 Warrant	⁽⁴⁾	07/24/2027	Series A1 Preferred Stock	410,015	$0.01	I	Held by Quaker Bioventures II, L.P.⁽¹⁾
Series B1 Warrant	⁽⁴⁾	01/17/2028	Series B1 Preferred Stock	64,516	$0.01	I	Held by Quaker Bioventures II, L.P.⁽¹⁾
Series B1 Warrant	⁽⁴⁾	12/06/2027	Series B1 Preferred Stock	64,516	$0.01	I	Held by Quaker Bioventures II, L.P.⁽¹⁾

Explanation of Responses:

1. 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.

2. The option is fully vested and exercisable.

3. The Series A1 Preferred Stock, the Series B1 Preferred Stock and the Series C1 Preferred Stock (collectively, the "Preferred Stock") are convertible upon closing of the initial public offering 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.

4. Immediately exercisable.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jonathan Paris, Attorney-in-Fact for Richard S. Kollender	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).
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