SEC Form 4 · accession 0001104659-18-047449
Replimune Group, Inc. · REPL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jason P Rhodes
Director
Period of report
Jul 24, 2018
Accepted (ET)
Jul 26, 2018 · 5:19 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 StockF1,F2 | Jul 24, 2018 | C | 3,439,839 | — | A | 3,439,839 | I | See Footnote |
| Common StockF1,F2 | Jul 24, 2018 | C | 1,013,547 | — | A | 4,453,386 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF3,F2,F1 | — | Jul 24, 2018 | C | 3,439,839 | D | — | — | Common Stock | 3,439,839 | 0 | I |
| Series B Convertible Preferred StockF3,F2,F1 | — | Jul 24, 2018 | C | 1,013,547 | D | — | — | Common Stock | 1,013,547 | 0 | I |
| Stock Option (right to buy)F4 | $15.00 | Jul 24, 2018 | A | 13,500 | A | — | Jul 19, 2028 | Common Stock | 13,500 | 13,500 | D |
Explanation of responses
- F1In connection with the closing of the Issuer's initial public offering, each share of the Issuer's series A convertible preferred stock and series B convertible preferred stock (collectively, the "Preferred Stock") converted into shares of the Issuer's common stock on a 1-for-9.94688 basis without payment or consideration. The Preferred Stock had no expiration date.
- F2The shares are held directly by Atlas Venture Fund X, L.P. ("Atlas Venture Fund X"). The general partner of Atlas Venture Fund X is Atlas Venture Associates X, L.P. ("AVA X LP"). Atlas Venture Associates X, LLC ("AVA X LLC") is the general partner of AVA X LP. The Reporting Person is a member of AVA X LLC and disclaims beneficial ownership of such securities held by Atlas Venture Fund X, except to the extent of his pecuniary interest therein, if any.
- F3Reflects the number of series A convertible preferred stock or series B convertible preferred stock, as applicable held by the Reporting Person on an as-converted to common stock basis.
- F4This option was granted on July 19, 2018 subject to the completion of the Issuer's initial public offering, which closed on July 24, 2018. 25% of the shares underlying this stock option vest on July 19, 2019 and the remainder of the shares underlying this stock option vest in 24 equal monthly installments thereafter.