| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RAPID MICRO BIOSYSTEMS, INC. [ RPID ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/23/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock | 01/23/2026 | X(1) | 629,032 | A | $0.05 | 4,036,984 | I | Held by Longitude Venture Partners II, L.P.(2) | ||
| Class A Common Stock | 01/23/2026 | S(1) | 7,739 | D | $4.064 | 4,029,245 | I | Held by Longitude Venture Partners II, L.P.(2) | ||
| Class A Common Stock | 01/30/2026 | S | 46,000 | D | $4.5435 | 104,000 | I | Held by Longitude Prime Fund, L.P.(3) | ||
| Class A Common Stock | 02/02/2026 | S | 27,500 | D | $4.246 | 76,500 | I | Held by Longitude Prime Fund, L.P.(3) | ||
| Class A Common Stock | 02/03/2026 | S | 27,500 | D | $4.2415 | 49,000 | I | Held by Longitude Prime Fund, L.P.(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Class A Common Stock | $0.05 | 01/23/2026 | X | 500,000 | (4) | 07/24/2027 | Class A Common Stock | 500,000 | $0 | 0 | I | Held by Longitude Venture Partners II, L.P.(2) | |||
| Class A Common Stock | $0.05 | 01/23/2026 | X | 129,032 | (4) | 01/17/2028 | Class A Common Stock | 129,032 | $0 | 0 | I | Held by Longitude Venture Partners II, L.P.(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Longitude Venture Partners II, L.P. ("LVPII") exercised warrants to purchase an aggregate of 629,032 shares of the Issuer's Class A common stock for $0.05 per share and paid the exercise price on a cashless basis, resulting in the Issuer withholding 7,739 shares of the Issuer's shares of Class A common stock subject to the warrant to pay the exercise price. |
| 2. The securities are held directly by LVPII. Longitude Capital Partners II, LLC, ("LCPII"), the general partner of LVPII, may be deemed to have voting and dispositive power with respect to the shares held by LVPII. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of LCPII and may be deemed to share voting and dispositive power over the shares held by LVPII. Each of LCPII, Mr. Enright and Ms. Tammenoms Bakker disclaim beneficial ownership of such securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interest therein. |
| 3. The securities are held directly by Longitude Prime Fund, L.P. ("LPF"). Longitude Prime Partners, LLC ("LPP"), the general partner of LPF, may be deemed to have voting and dispositive power with respect to the shares held by LPF. Mr. Enright and Ms. Tammenoms Bakker are the managing members of LPP and may be deemed to have voting and dispositive power over the shares held by LPF. LPP and each of Mr. Enright and Ms. Tammenoms Bakker disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein. |
| 4. The warrant is immediately exercisable. |
| /s/ Longitude Capital Partners II, LLC, By: /s/ Cristiana Blauth Oliveira, Authorized Signatory | 02/03/2026 | |
| /s/ Longitude Venture Partners II, L.P., By: /s/ Cristiana Blauth Oliveira, Authorized Signatory | 02/03/2026 | |
| /s/ Longitude Prime Partners, LLC, By: /s/ Cristiana Blauth Oliveira, Authorized Signatory | 02/03/2026 | |
| /s/ Longitude Prime Fund, L.P., By: /s/ Cristiana Blauth Oliveira, Authorized Signatory | 02/03/2026 | |
| /s/ Cristiana Blauth Oliveira, as attorney-in-fact for Patrick G. Enright | 02/03/2026 | |
| /s/ Cristiana Blauth Oliveira, as attorney-in-fact for Juliet Tammenoms Bakker | 02/03/2026 | |
| ** 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. | ||