Rapid Micro Biosystems Inc.

02/03/2026 | Press release | Distributed by Public on 02/03/2026 19:50

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Longitude Capital Partners II, LLC
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)
(Last) (First) (Middle)
C/O LONGITUDE CAPITAL MANAGEMENT, 2740 SAND HILL ROAD, 2ND FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026
(Street)
MENLO PARK, CA 94025
4. If Amendment, Date 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
(City) (State) (Zip)
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
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)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 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
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)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Longitude Capital Partners II, LLC
C/O LONGITUDE CAPITAL MANAGEMENT
2740 SAND HILL ROAD, 2ND FLOOR
MENLO PARK, CA 94025
X
Longitude Venture Partners II, L.P.
2740 SAND HILL ROAD, SECOND FLOOR
MENLO PARK, CA 94025
X
Longitude Prime Partners, LLC
2740 SAND HILL ROAD, SECOND FLOOR
MENLO PARK, CA 94025
X
ENRIGHT PATRICK G
2740 SAND HILL ROAD, SECOND FLOOR
MENLO PARK, CA 94025
X
Tammenoms Bakker Juliet
2740 SAND HILL ROAD, SECOND FLOOR
MENLO PARK, CA 94025
X

Signatures

/s/ Longitude Capital Partners II, LLC, By: /s/ Cristiana Blauth Oliveira, Authorized Signatory 02/03/2026
**Signature of Reporting Person Date
/s/ Longitude Venture Partners II, L.P., By: /s/ Cristiana Blauth Oliveira, Authorized Signatory 02/03/2026
**Signature of Reporting Person Date
/s/ Longitude Prime Partners, LLC, By: /s/ Cristiana Blauth Oliveira, Authorized Signatory 02/03/2026
**Signature of Reporting Person Date
/s/ Longitude Prime Fund, L.P., By: /s/ Cristiana Blauth Oliveira, Authorized Signatory 02/03/2026
**Signature of Reporting Person Date
/s/ Cristiana Blauth Oliveira, as attorney-in-fact for Patrick G. Enright 02/03/2026
**Signature of Reporting Person Date
/s/ Cristiana Blauth Oliveira, as attorney-in-fact for Juliet Tammenoms Bakker 02/03/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Rapid Micro Biosystems Inc. published this content on February 03, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 04, 2026 at 01:50 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]