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Filing Details

Accession Number:: 0000899243-18-020583
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-07-25 17:09:15
Reporting Period:: 2018-07-19

Accepted Time:: 2018-07-25 17:09:15
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1737953	Replimune Group Inc.	REPL	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1361712	Otello Stampacchia	185 Dartmouth Street Boston MA 02116	Yes	No	Yes	No
1528382	Omega Fund Iv, L.p.	185 Dartmouth Street Boston MA 02116	No	No	Yes	No
1528383	Omega Fund Iv Gp, L.p.	185 Dartmouth Street Boston MA 02116	No	No	Yes	No
1623720	J. Richard Lim	185 Dartmouth Street Boston MA 02116	No	No	Yes	No
1624456	Omega Fund Iv G.p. Manager, Ltd.	185 Dartmouth Street Boston MA 02116	No	No	Yes	No
1652863	Anne-Mari Paster	185 Dartmouth Street Boston MA 02116	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2018-07-24	266,667	$15.00	266,667	No	4	P	Direct
Common Stock	Acquisiton	2018-07-24	994,688	$0.00	1,261,355	No	4	C	Direct
Common Stock	Acquisiton	2018-07-24	2,579,881	$0.00	3,841,236	No	4	C	Direct
Common Stock	Acquisiton	2018-07-24	1,013,547	$0.00	4,854,783	No	4	C	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	P	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Series Seed Preferred Stock	Series Seed Warrants (right to buy)	Disposition	2018-07-24	25,000	$0.00	25,000	$0.00
Common Stock	Common Stock Warrants (right to buy)	Acquisiton	2018-07-24	248,672	$0.00	248,672	$0.00
Common Stock	Series Seed Preferred Stock	Disposition	2018-07-24	100,000	$0.00	994,688	$0.00
Common Stock	Series A Convertible Preferred Stock	Disposition	2018-07-24	259,366	$0.00	2,579,881	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2018-07-24	101,896	$0.00	1,013,547	$0.00
Common Stock	Common Stock Option	Acquisiton	2018-07-19	13,500	$0.00	13,500	$15.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Direct
248,672	No	4	C	Direct
0	No	4	C	Direct
0	No	4	C	Direct
0	No	4	C	Direct
13,500	No	4	A	Direct

Footnotes

The reported securities are beneficially owned by Omega Fund IV, L.P. ("Omega IV"). The reported securities may be deemed to be beneficially owned by each of Omega Fund IV GP, L.P. ("Omega IV GP"), as the general partner of Omega IV, and Omega Fund IV GP Manager, Ltd. ("Omega IV GP Manager"), as the general partner of Omega IV GP. Otello Stampacchia, Richard Lim and Anne-Mari Paster are all the shareholders and directors of Omega IV GP Manager and have shared voting and investment power over the shares held by Omega IV and, as a result, may each be deemed to beneficially own the reported securities. Otello Stampacchia is also a director of the issuer. Each of the Reporting Persons disclaims beneficial ownership of the reported securities, except to the extent of his, her or its pecuniary interest therein.
The Series Seed Preferred Stock ("Series Seed") converted automatically into shares of the issuer's common stock on a 1-for-9.94688 basis upon the completion of the issuer's public offering of common stock pursuant the issuer's registration statement under the Securities Act of 1933, as amended, filed with the Commission on June 22, 2018, as subsequently amended (the "IPO"). The Series Seed had no expiration date.
The Series A Convertible Preferred Stock ("Series A") converted automatically into shares of the issuer's common stock on a 1-for-9.94688 basis upon the completion of IPO. The Series A had no expiration date.
The Series B Convertible Preferred Stock ("Series B") converted automatically into shares of the issuer's common stock on a 1-for-9.94688 basis upon the completion of IPO. The Series B had no expiration date.
The Series Seed Warrants (the "Seed Warrants") converted automatically in warrants to purchase shares of the issuer's common stock (the "Common Stock Warrants") on a 1-for-9.94688 basis upon the completion of IPO. The exercise price of the Common Stock Warrants is $1.01 per share of the issuer's common stock. The Seed Warrants had no expiration date and the Common Stock Warrants have no expiration date.
The Common Stock Options (the "Options") were granted to Otello Stampacchia in his capacity as a director of the issuer on July 19, 2018 (the "Grant Date") contingent upon the closing of the IPO, with 25% of the Options vesting on the first anniversary of the Grant Date and an additional 3.125% of the Options vesting each month thereafter for 24 months. The Options expire on the tenth anniversary of the Grant Date.