SEC Form 4 · accession 0000899243-18-020659
Replimune Group, Inc. · REPL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Adam Koppel
Director
BCIP Life Sciences Associates, LP
10% Owner
Jeffrey Lawrence Schwartz
10% Owner
Period of report
Jul 24, 2018
Accepted (ET)
Jul 26, 2018 · 4:27 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001737953
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3,F1,F2 | Jul 24, 2018 | C | 2,338,968 | — | A | 2,338,968 | I | See Footnotes |
| Common StockF4,F1,F2 | Jul 24, 2018 | P | 500,000 | $15.00 | A | 2,838,968 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF3,F1,F2 | — | Jul 24, 2018 | C | 235,146 | D | — | — | Common Stock | 2,338,968 | 0 | I |
Explanation of responses
- F1Represents shares held directly by Bain Capital Life Sciences Fund, L.P. and BCIP Life Sciences Associates, LP (collectively, the "Bain Life Sciences Entities").
- F2The governance, investment strategy and decision-making process with respect to investments held by the Bain Life Sciences Entities is directed by Bain Capital Life Sciences Investors, LLC ("BCI LS"), whose managers are Jeffrey Schwartz and Adam Koppel. As a result, BCI LS, Mr. Schwartz and Dr. Koppel may each be deemed to share voting and dispositive power with respect to the securities held by the Bain Life Sciences Entities. BCI LS, Mr. Schwartz and Dr. Koppel each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- F3Each share of Series B Convertible Preferred Stock automatically converted into shares of Common Stock on a 1-for-9.94688 basis upon the consummation of the Issuer's initial public offering without payment or additional consideration. The shares of Series B Convertible Preferred Stock had no expiration date.
- F4On July 24, 2018, the Bain Life Sciences Entities purchased, in aggregate, 500,000 shares of Common Stock of the Issuer at a price of $15 per share, pursuant to an underwritten public offering.