Bain Capital Life Sciences Investors, LLC - Jul 19, 2021 Form 4 Insider Report for RAPID MICRO BIOSYSTEMS, INC. (RPID)

Role
10%+ Owner
Signature
BAIN CAPITAL LIFE SCIENCES INVESTORS, LLC, By: /s/ Jeffrey Schwartz, Title: Managing Director
Stock symbol
RPID
Transactions as of
Jul 19, 2021
Transactions value $
$2,000,000
Form type
4
Date filed
7/21/2021, 04:40 PM
Previous filing
Jul 14, 2021
Next filing
Aug 12, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RPID Class A Common Stock Conversion of derivative security +7M 7M Jul 19, 2021 See footnotes F1, F2, F5, F6, F7
transaction RPID Class A Common Stock Conversion of derivative security +1.33M +19.07% 8.33M Jul 19, 2021 See footnotes F1, F3, F5, F6, F7
transaction RPID Class A Common Stock Purchase $2M +100K +1.2% $20.00 8.43M Jul 19, 2021 See footnotes F4, F5, F6, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RPID Series B1 Preferred Stock Conversion of derivative security -35M -100% 0 Jul 19, 2021 Class A Common Stock 7M See footnotes F1, F2, F5, F6, F7
transaction RPID Series C1 Preferred Stock Conversion of derivative security -6.67M -100% 0 Jul 19, 2021 Class A Common Stock 1.33M See footnotes F1, F3, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of the Issuer's Series B1 Preferred Stock and Series C1 Preferred Stock automatically converted into 0.2 of a share of the Issuer's Class A Common Stock immediately prior to the closing of the Issuer's initial public offering.
F2 Represents 31,750,072 shares of the Issuer's Series B1 Preferred Stock held by Bain Capital Life Sciences Fund, L.P. ("BCLS") and 3,249,929 shares of the Issuer's Series B1 Preferred Stock held by BCIP Life Sciences Associates, LP ("BCIPLS" and, together with BCLS, the "Bain Capital Life Sciences Entities"), which were automatically converted into 6,350,013 and 649,985 shares of the Issuer's Class A Common Stock, respectively, immediately prior to the closing of the Issuer's initial public offering.
F3 Represents 6,053,214 shares of the Issuer's Series C1 Preferred Stock held by BCLS and 619,605 shares of the Issuer's Series C1 Preferred Stock held by BCIPLS, which were automatically converted into 1,210,642 and 123,920 shares of the Issuer's Class A Common stock, respectively, immediately prior to the closing of the Issuer's initial public offering.
F4 Represents 90,714 and 9,286 shares of the Issuer's Class A Common Stock purchased by BCLS and BCIPLS, respectively, in the Issuer's initial public offering.
F5 Bain Capital Life Sciences Partners, LP ("BCLSP") is the general partner of BCLS. As a result, BCLSP may be deemed to share voting and dispositive power with respect to the securities held by BCLS. BCLSP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
F6 Bain Capital Life Sciences Investors, LLC ("BCLSI"), whose managers are Jeffrey Schwartz and Adam Koppel, is the general partner of BCLSP and governs the investment strategy and decision-making process with respect to investments held by BCIPLS, whose general partner is Boylston Coinvestors, LLC. As a result, each of BCLSI, Mr. Schwartz and Dr. Koppel may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Life Sciences Entities. BCLSI, Mr. Schwartz and Dr. Koppel each disclaim beneficial ownership of such securities except to the extent of its or their pecuniary interest therein.
F7 Jeffrey Schwartz is a director of the Issuer.