Form 4 RAPID MICRO BIOSYSTEMS, For: May 25 Filed by: KLM GP LLC

May 26, 2022 8:01 PM EDT

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FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
KENNEDY LEWIS MANAGEMENT LP

(Last) (First) (Middle)
111 WEST 33RD STREET, SUITE 1910

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RAPID MICRO BIOSYSTEMS, INC. [ RPID ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/25/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 05/25/2022   P   11,867 A $ 4.358 (1) 1,973,717 I See Footnotes (2) (3) (4) (5) (6)
Common Stock 05/25/2022   P   16,933 A $ 4.358 (1) 2,816,414 I See Footnotes (3) (4) (5) (6) (7)
Common Stock 05/26/2022   P   8,687 A $ 4.9027 (8) 1,982,404 I See Footnotes (2) (3) (4) (5) (6)
Common Stock 05/26/2022   P   12,396 A $ 4.9027 (8) 2,828,810 I See Footnotes (3) (4) (5) (6) (7)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares of Common Stock of Rapid Micro Biosystems, Inc. (the "Issuer") were sold in multiple transactions at prices ranging from $4.2 to $4.43, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth in footnotes (1) and (8) to this Form 4.
2. These securities of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund II LP ("Master Fund II", and together with Master Fund III, as defined below, the "Funds").
3. Kennedy Lewis Management LP (the "Adviser") acts as investment adviser to the Funds. KLM GP LLC ("KLM") is the general partner of the Adviser. Kennedy Lewis Investment Management LLC ("Kennedy Lewis") is the owner and control person of KLM. David Chene and Darren Richman are the managing members and control persons of Kennedy Lewis. Each of the Adviser, KLM and Kennedy Lewis may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by each of the Funds due to their relationship with the Funds. Kennedy Lewis GP II LLC ("Fund II GP") is the general partner of Master Fund II. Kennedy Lewis Investment Holdings II LLC ("Holdings II") is the managing member of Fund II GP. David Chene and Darren Richman are the managing members of Holdings II.
4. (Continued from foot note 3) Each of Fund II GP and Holdings II may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by Master Fund II due to their relationship with Master Fund II. Kennedy Lewis GP III LLC ("Fund III GP") is the general partner of Master Fund III. Holdings II is the managing member of Fund III GP. David Chene and Darren Richman are the managing members of Holdings II. Each of Fund III GP and Holdings II may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by Master Fund III due to their relationship with Master Fund III.
5. (Continued from foot note 4) David Chene and Darren Richman, in their capacities as managing members of Kennedy Lewis, and managing members of Holdings II, may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by each of the Funds due to their relationships with the Funds.
6. For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Adviser, KLM, Kennedy Lewis, Fund II GP, Holdings II, Fund III GP, David Chene and Darren Richman disclaims beneficial ownership of the securities of the Issuer held directly by the Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of the Adviser, KLM, Kennedy Lewis, Fund II GP, Holdings II, Fund III GP, David Chene or Darren Richman is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
7. These securities of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund III LP ("Master Fund III").
8. The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were sold in multiple transactions at prices ranging from $4.5 to $5, inclusive.
KENNEDY LEWIS MANAGEMENT LP, By: KLM GP LLC, its general partner, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 05/26/2022
** Signature of Reporting Person Date
KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND II LP, By: Kennedy Lewis GP II LLC, its general partner, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 05/26/2022
** Signature of Reporting Person Date
KENNEDY LEWIS GP II LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 05/26/2022
** Signature of Reporting Person Date
KENNEDY LEWIS INVESTMENT HOLDINGS II LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person 05/26/2022
** Signature of Reporting Person Date
KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND III LP, By: Kennedy Lewis GP III LLC, its general partner, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 05/26/2022
** Signature of Reporting Person Date
KENNEDY LEWIS GP III LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 05/26/2022
** Signature of Reporting Person Date
KENNEDY LEWIS INVESTMENT MANAGEMENT LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 05/26/2022
** Signature of Reporting Person Date
KLM GP LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person 05/26/2022
** Signature of Reporting Person Date
DARREN RICHMAN, Name: /s/ Darren Richman 05/26/2022
** Signature of Reporting Person Date
DAVID CHENE, Name: /s/ David Chene 05/26/2022
** 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 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.
                                                       Exhibit 99.1

                       Form 4 Joint Filer Information

Name:                                  Kennedy Lewis Management LP

Address:                               111 West 33rd Street, Suite 1910
                                       New York, NY 10120

Date of Event Requiring Statement:     05/25/2022


Name:                                  Kennedy Lewis Capital Partners Master
                                       Fund II LP

Address:                               111 West 33rd Street, Suite 1910
                                       New York, NY 10120

Date of Event Requiring Statement:     05/25/2022


Name:                                  Kennedy Lewis GP II LLC

Address:                               111 West 33rd Street, Suite 1910
                                       New York, NY 10120

Date of Event Requiring Statement:     05/25/2022


Name:                                  Kennedy Lewis Investment Holdings II LLC

Address:                               111 West 33rd Street, Suite 1910
                                       New York, NY 10120

Date of Event Requiring Statement:     05/25/2022


Name:                                  Kennedy Lewis Capital Partners Master 
                                       Fund III LP

Address:                               111 West 33rd Street, Suite 1910
                                       New York, NY 10120

Date of Event Requiring Statement:     05/25/2022


Name:                                  Kennedy Lewis GP III LLC

Address:                               111 West 33rd Street, Suite 1910
                                       New York, NY 10120

Date of Event Requiring Statement:     05/25/2022


Name:                                  KLM GP LLC

Address:                               111 West 33rd Street, Suite 1910
                                       New York, NY 10120

Date of Event Requiring Statement:     05/25/2022


Name:                                  Kennedy Lewis Investment Management LLC 

Address:                               111 West 33rd Street, Suite 1910
                                       New York, NY 10120

Date of Event Requiring Statement:     05/25/2022


Name:                                  Darren Richman

Address:                               111 West 33rd Street, Suite 1910
                                       New York, NY 10120

Date of Event Requiring Statement:     05/25/2022


Name:                                  David Chene

Address:                               111 West 33rd Street, Suite 1910
                                       New York, NY 10120

Date of Event Requiring Statement:     05/25/2022
 


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