RAPID MICRO BIOSYSTEMS, INC. — Major Shareholding Notification 2022

May 19, 2022

SC 13G/A 1 form_sc13ga-rapid.htm Licensed to: Akin Gump Document created using EDGARfilings PROfile 7.7.0.0 Copyright 1995 - 2022 Broadridge

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Rapid Micro Biosystems, Inc.
(Name of Issuer)
Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)
75340L104
(CUSIP Number)
May 17, 2022
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
☐	Rule 13d-1(b)
☒	Rule 13d-1(c)
☐	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (" Act ") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

CUSIP No. 75340L104 — 1	NAMES OF REPORTING PERSONS
	Kennedy Lewis Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		5,000,461 (1)
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		5,000,461 (1)
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,000,461 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	13.7% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN, IA
(1)	Includes 239,130 shares of Class A Common Stock of Rapid Micro Biosystems, Inc. (the “Issuer”) issuable upon the exercise of warrants.

CUSIP No. 75340L104 — 1	NAMES OF REPORTING PERSONS
	KLM GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		5,000,461 (1)
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		5,000,461 (1)
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,000,461 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	13.7% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC
(1)	Includes 239,130 shares of Class A Common Stock of the Issuer issuable upon the exercise of warrants.

CUSIP No. 75340L104 — 1	NAMES OF REPORTING PERSONS
	Kennedy Lewis Investment Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		5,000,461 (1)
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		5,000,461 (1)
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,000,461 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	13.7% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC
(1)	Includes 239,130 shares of Class A Common Stock of the Issuer issuable upon the exercise of warrants.

CUSIP No. 75340L104 — 1	NAMES OF REPORTING PERSONS
	Kennedy Lewis Investment Holdings II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		5,000,461 (1)
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		5,000,461 (1)
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,000,461 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	13.7% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO
(1)	Includes 239,130 shares of Class A Common Stock of the Issuer issuable upon the exercise of warrants.

CUSIP No. 75340L104 — 1	NAMES OF REPORTING PERSONS
	Kennedy Lewis Capital Partners Master Fund II LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		2,200,980 (1)
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		2,200,980 (1)
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,200,980 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.0% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN
(1)	Includes 239,130 shares of Class A Common Stock of the Issuer issuable upon the exercise of warrants.

CUSIP No. 75340L104 — 1	NAMES OF REPORTING PERSONS
	Kennedy Lewis GP II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		2,200,980 (1)
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		2,200,980 (1)
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,200,980 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.0% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO
(1)	Includes 239,130 shares of Class A Common Stock of the Issuer issuable upon the exercise of warrants.

CUSIP No. 75340L104 — 1	NAMES OF REPORTING PERSONS
	Kennedy Lewis Capital Partners Master Fund III LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		2,799,481
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		2,799,481
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,799,481
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.7%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 75340L104 — 1	NAMES OF REPORTING PERSONS
	Kennedy Lewis GP III LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		2,799,481
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		2,799,481
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,799,481
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.7%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 75340L104 — 1	NAMES OF REPORTING PERSONS
	Darren Richman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		5,000,461 (1)
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		5,000,461 (1)
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,000,461 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	13.7% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

(1) Includes 239,130 shares of Class A Common Stock of the Issuer issuable upon the exercise of warrants.

CUSIP No. 75340L104 — 1	NAMES OF REPORTING PERSONS
	David Chene
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		5,000,461 (1)
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		5,000,461 (1)
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,000,461 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	13.7% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC
(1)	Includes 239,130 shares of Class A Common Stock of the Issuer issuable upon the exercise of warrants.

Item 1(a).
The name of the issuer is Rapid Micro Biosystems, Inc. (the "Issuer").

Item 1(b).
The Issuer's principal executive offices are located at 1001 Pawtucket Boulevard West, Suite 280, Lowell, MA 01854.

Item 2(a). NAME OF PERSON FILING:

The persons filing this Schedule 13G (collectively, the “Reporting Persons”) are:
(i)	Kennedy Lewis Management LP (the “Adviser”)
(ii)	KLM GP LLC (“KLM”)
(iii)	Kennedy Lewis Investment Management LLC (“Kennedy Lewis Management”)
(iv)	Kennedy Lewis Investment Holdings II LLC (“Holdings II”)
(v)	Kennedy Lewis Capital Partners Master Fund II LP (“Master Fund II”)
(vi)	Kennedy Lewis GP II LLC (“Fund II GP”)
(vii)	Kennedy Lewis Capital Partners Master Fund III LP (“Master Fund III”)
(viii)	Kennedy Lewis GP III LLC (“Fund III GP”)
(ix)	Darren Richman
(x)	David Chene

Item 2(b).
The address of the principal business office of each of the Reporting Persons is 111 West 33rd St., Suite 1910, New York, NY 10120

Item 2(c).
The citizenship with respect to a natural person or state of organization with respect to an entity, as applicable, of the Reporting Persons is as
follows:

(i)	The Adviser – Delaware
(ii)	KLM – Delaware
(iii)	Kennedy Lewis Management – Delaware
(iv)	Holdings II – Delaware
(v)	Master Fund II – Cayman Islands
(vi)	Fund II GP – Delaware
(vii)	Master Fund III – Cayman Island
(viii)	Fund III GP – Delaware
(ix)	Darren Richman – United States
(x)	David Chene – United States

Item 2(d).
Class A Common Stock, $0.01 par value per share ("Class A Common Stock").

Item 2(e).
75340L104

Item 3.	IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
	Not Applicable
Item 4.	OWNERSHIP .
	The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated
herein by reference.
	As of 9:30 am New York City time on May 19, 2022, each of the Adviser, KLM, Kennedy Lewis Management, Holdings II, and Messrs. Richman and Chene are
the beneficial owners of 5,000,461 shares of Class A Common Stock. As of 9:30 am New York City time on May 19, 2022, each of Master Fund II and Fund II GP are the beneficial owners of 2,200,980 shares of Class A Common Stock. As of 9:30 am
New York City time on May 19, 2022, each of Master Fund III and Fund III GP are the beneficial owners of 2,799,481 shares of Class A Common Stock. The shares of Class A Common Stock held by each of the Adviser, KLM, Kennedy Lewis Management,
Holdings II, and Messrs. Richman and Chene represent approximately 13.7%, each of Master Fund II and Fund II GP represent approximately 6.0%, and each of Master Fund III and Fund III GP approximately 7.7% of the outstanding shares of Class A
Common Stock, based on 36,389,073 shares of Class A Common Stock of the Issuer outstanding as of April 30, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 10, 2022.
Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
	Not applicable.
Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
	Not applicable.

Item 7.
Not applicable.

Item 8.
Not applicable.

Item 9.	NOTICE OF DISSOLUTION OF GROUP.
	Not applicable.
Item 10.	CERTIFICATION.

Each of the Reporting Persons hereby makes the following certification:
By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having
that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: May 19, 2022

KENNEDY LEWIS MANAGEMENT LP
By:	KLM GP LLC, its general partner
By:	/s/ Anthony Pasqua
Name:	Anthony Pasqua
Title:	Chief Operating Officer
KLM GP LLC
By:	/s/ Anthony Pasqua
Name:	Anthony Pasqua
Title:	Chief Operating Officer
KENNEDY LEWIS INVESTMENT MANAGEMENT LLC
By:	/s/ Anthony Pasqua
Name:	Anthony Pasqua
Title:	Chief Operating Officer
KENNEDY LEWIS INVESTMENT HOLDINGS II LLC
By:	/s/ Anthony Pasqua
Name:	Anthony Pasqua
Title:	Authorized Person
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
By:	/s/ Anthony Pasqua
Name:	Anthony Pasqua
Title:	Authorized Person
KENNEDY LEWIS GP II LLC
By:	Kennedy Lewis Investment Holdings II LLC, its managing member
By:	/s/ Anthony Pasqua
Name:	Anthony Pasqua
Title:	Authorized Person
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
By:	/s/ Anthony Pasqua
Name:	Anthony Pasqua
Title:	Authorized Person

KENNEDY LEWIS GP III LLC
By:	Kennedy Lewis Investment Holdings II LLC, its managing member
By:	/s/ Anthony Pasqua
Name:	Anthony Pasqua
Title:	Authorized Person
By:	/s/ Darren Richman
By:	/s/ David Chene