Sec Form 3 Filing - MPM BioVentures 2014, L.P. @ Repare Therapeutics Inc. - 2020-06-18

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FORM 3
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
MPM BioVentures 2014, L.P.
2. Issuer Name and Ticker or Trading Symbol
Repare Therapeutics Inc. [ RPTX]
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)
C/O MPM CAPITAL, 450 KENDALL STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/18/2020
(Street)
CAMBRIDGE, MA02142
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
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
Class A Preferred Shares $ 0 ( 1 ) ( 1 ) ( 1 ) Common Stock 1,801,581 I See Footnote ( 2 ) ( 3 )
Class B Preferred Shares $ 0 ( 1 ) ( 1 ) ( 1 ) Common Stock 952,191 I See Footnote ( 2 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MPM BioVentures 2014, L.P.
C/O MPM CAPITAL
450 KENDALL STREET
CAMBRIDGE, MA02142
X
EVNIN LUKE
C/O MPM CAPITAL
450 KENDAL STREET
CAMBRIDGE, MA02142
X
MPM BioVentures 2014 (B), L.P.
C/O MPM CAPITAL
450 KENDALL STREET
CAMBRIDGE, MA02142
X
MPM Asset Management Investors BV2014 LLC
C/O MPM CAPITAL
450 KENDALL STREET
CAMBRIDGE, MA02142
X
MPM BioVentures 2014 LLC
C/O MPM CAPITAL
450 KENDALL STREET
CAMBRIDGE, MA02142
X
MPM BioVentures 2014 GP LLC
C/O MPM CAPITAL
450 KENDALL STREET
CAMBRIDGE, MA02142
X
Signatures
/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the general partner of MPM BioVentures 2014 GP LLC, the general partner of MPM BioVentures 2014, L.P. 06/18/2020
Signature of Reporting Person Date
/s/ Luke Evnin 06/18/2020
Signature of Reporting Person Date
/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the general partner of MPM BioVentures 2014 GP LLC, the general partner of MPM BioVentures 2014 (B), L.P. 06/18/2020
Signature of Reporting Person Date
/s/ Howard Rubin, director of MPM Asset Management Investors BV2014 LLC 06/18/2020
Signature of Reporting Person Date
/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC 06/18/2020
Signature of Reporting Person Date
/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the general partner of MPM BioVentures 2014 GP LLC 06/18/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )All series of convertible preferred shares will convert into the number of shares of the Issuer's common stock on a 1-for-1 basis, for no additional consideration, immediately prior to the closing of the Issuer's initial public offering and have no expiration date.
( 2 )Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.
( 3 )The shares are held as follows: 1,636,136 by MPM BioVentures 2014, L.P. ("BV 2014"), 109,128 by MPM BioVentures 2014(B), L.P. ("BV2014(B)") and 56,317 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"). MPM BioVentures 2014 GP LLC and MPM BioVentures 2014 LLC ("BV LLC") are the direct and indirect general partners of BV 2014 and BV 2014(B). Luke Evnin, Ansbert Gadicke and Todd Foley are the members of BV LLC.
( 4 )The shares are held as follows: 864,749 by BV 2014, 57,677 by BV 2014(B) and 29,765 by AM BV2014.

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