Sec Form 4 Filing - Omega Fund IV, L.P. @ Replimune Group, Inc. - 2019-11-18

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) 888 BOYLSTON STREET, SUITE 1111 3. Date of Earliest Transaction (MM/DD/YY) 11/18/2019 (Street) BOSTON, MA02199 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 11/18/2019 P 220,000 A $ 13.61 5,328,939 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Omega Fund IV, L.P. 888 BOYLSTON STREET S UITE 1111 BOSTON, MA02199 X Omega Fund IV GP, L.P. 888 BOYLSTON STREET SUITE 1111 BOSTON, MA02199 X Omega Fund IV G.P. Manager, Ltd. 888 BOYLSTON STREET SUITE 1111 BOSTON, MA02199 X Stampacchia Otello 888 BOYLSTON STREET SUITE 1111 BOSTON02199 X X Signatures /s/ Anne-Mari Paster, as an authorized signatory of Omega Fund IV, L.P. 11/20/2019 Signature of Reporting Person Date /s/ Anne-Mari Paster, as an authorized signatory of Omega Fund IV GP, L.P. 11/20/2019 Signature of Reporting Person Date /s/ Anne-Mari Paster, as an authorized signatory of Omega Fund IV GP Manager, Ltd. 11/20/2019 Signature of Reporting Person Date /s/ Anne-Mari Paster, as an authorized signatory for Otello Stampacchia 11/20/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are held directly 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, Anne-Mari Paster and Claudio Nessi (the "Omega Directors") 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. Each of Omega IV GP, Omega Fund IV GP Manager and the Omega Directors disclaims beneficial ownership of the securities reported herein, except to the extent of its or their pecuniary interest therein, if any. Otello Stampacchia is also a member of the issuer's board of directors.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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