Sec Form 4 Filing - Omega Fund IV, L.P. @ Replimune Group, Inc. - 2018-07-19

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Omega Fund IV, L.P.
2. Issuer Name and Ticker or Trading Symbol
Replimune Group, Inc. [ REPL]
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)
185 DARTMOUTH STREET
3. Date of Earliest Transaction (MM/DD/YY)
07/19/2018
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 07/24/2018 P 266,667 A $ 15 266,667 D ( 1 )
Common Stock 07/24/2018 C 994,688 A $ 0 ( 2 ) 1,261,355 D ( 1 )
Common Stock 07/24/2018 C 2,579,881 A $ 0 ( 3 ) 3,841,236 D ( 1 )
Common Stock 07/24/2018 C 1,013,547 A $ 0 ( 4 ) 4,854,783 D ( 1 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Series Seed Warrants (right to buy) ( 5 ) 07/24/2018 C 25,000 ( 5 ) ( 5 ) Series Seed Preferred Stock 25,000 ( 5 ) $ 0 0 D ( 1 )
Common Stock Warrants (right to buy) ( 5 ) 07/24/2018 C 248,672 ( 5 ) ( 5 ) Common Stock 248,672 $ 0 248,672 D ( 1 )
Series Seed Preferred Stock ( 2 ) 07/24/2018 C 100,000 ( 2 ) ( 2 ) Common Stock 994,688 $ 0 0 D ( 1 )
Series A Convertible Preferred Stock ( 3 ) 07/24/2018 C 259,366 ( 3 ) ( 3 ) Common Stock 2,579,881 $ 0 0 D ( 1 )
Series B Convertible Preferred Stock ( 4 ) 07/24/2018 C 101,896 ( 4 ) ( 4 ) Common Stock 1,013,547 $ 0 0 D ( 1 )
Common Stock Option $ 15 07/19/2018 07/24/2018 A 13,500 ( 6 ) ( 6 ) Common Stock 13,500 $ 0 13,500 ( 6 ) D ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Omega Fund IV, L.P.
185 DARTMOUTH STREET
BOSTON, MA02116
X
Omega Fund IV GP, L.P.
185 DARTMOUTH STREET
BOSTON, MA02116
X
Omega Fund IV G.P. Manager, Ltd.
185 DARTMOUTH STREET
BOSTON, MA02116
X
Stampacchia Otello
185 DARTMOUTH STREET
BOSTON, MA02116
X X
Lim Richard J.
185 DARTMOUTH STREET
BOSTON, MA02116
X
Paster Anne-Mari
185 DARTMOUTH STREET
BOSTON, MA02116
X
Signatures
/s/ Anne-Mari Paster, Signature of Anne-Mari Paster as an authorized signatory of each Reporting Person 07/24/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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 ha d no expiration date.
( 4 )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.
( 5 )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.
( 6 )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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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