SEC Form 4 · accession 0001104659-18-047460

Replimune Group, Inc. · REPL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Hugo Alexander Slootweg

Director · 10% Owner

Period of report

Jul 24, 2018

Accepted (ET)

Jul 26, 2018 · 5:26 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 Stock^F1,F2	Jul 24, 2018	C	994,688	—	A	994,688	I	See Footnote
Common Stock^F1,F2	Jul 24, 2018	C	2,579,881	—	A	3,574,569	I	See Footnote
Common Stock^F1,F2	Jul 24, 2018	C	1,013,547	—	A	4,588,116	I	See Footnote
Common Stock^F2	Jul 24, 2018	P	133,333	$15.00	A	4,721,449	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
Warrant (right to buy)^F4,F2,F3	—	Jul 24, 2018	C	248,672	A	—	—	Common Stock	248,672	248,672	I
Warrant (right to buy)^F4,F2,F3	—	Jul 24, 2018	C	248,672	D	—	—	Series Seed Convertible Preferred Stock	248,672	0	I
Series Seed Convertible Preferred Stock^F4,F2,F1	—	Jul 24, 2018	C	994,688	D	—	—	Common Stock	994,688	0	I
Series A Convertible Preferred Stock^F4,F2,F1	—	Jul 24, 2018	C	2,579,881	D	—	—	Common Stock	2,579,881	0	I
Series B Convertible Preferred Stock^F4,F2,F1	—	Jul 24, 2018	C	1,013,547	D	—	—	Common Stock	1,013,547	0	I
Stock Option (right to buy)^F5	$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 completion of the Issuer's initial public offering, each share of the Issuer's series seed convertible preferred stock, 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 securities are held directly by Forbion Capital Fund III Cooperatief U.A ("Forbion Coop"). Forbion III Management B.V. ("Forbion Management") is the director of Forbion Coop. The Reporting Person serves as one of the directors of Forbion Management and disclaims beneficial ownership over all shares of the Issuer for which Forbion Management may be deemed to beneficially own, except to the extent of his pecuniary interest therein, if any.
F3Reflects warrants to acquire shares of the Issuer's Series Seed Convertible Preferred Stock which automatically converted into warrants to acquire shares of the Issuer's common stock immediately prior to the completion of the Issuer's initial public offering on a 1-for-9.94688 basis without payment or consideration. The warrants have no expiration date. The exercise price is $1.01 per share of the issuer's common stock.
F4Reflects the number of shares of the applicable series of preferred stock held by the Reporting Person on an as-converted to common stock basis.
F5This 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.