SEC Form 4 · accession 0001104659-18-047457
Replimune Group, Inc. · REPL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Atlas Venture Fund X, L.P.
10% Owner
Atlas Venture Associates X, LLC
10% Owner
ATLAS VENTURE ASSOCIATES X, L.P.
10% Owner
Period of report
Jul 24, 2018
Accepted (ET)
Jul 26, 2018 · 5:25 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 | D | |
| Common StockF1,F2 | Jul 24, 2018 | C | 1,013,547 | — | A | 4,453,386 | D |
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 | D |
| Series B Convertible Preferred StockF3,F2,F1 | — | Jul 24, 2018 | C | 1,013,547 | D | — | — | Common Stock | 1,013,547 | 0 | 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. Each of AVA X LP and AVA X LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund X, except to the extent of its pecuniary interest therein, if any.
- F3Reflects the number of shares of Preferred Stock held by the Reporting Person on an as-converted to common stock basis.