0000899243-18-020583.txt : 20180725 0000899243-18-020583.hdr.sgml : 20180725 20180725170915 ACCESSION NUMBER: 0000899243-18-020583 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180719 FILED AS OF DATE: 20180725 DATE AS OF CHANGE: 20180725 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Omega Fund IV, L.P. CENTRAL INDEX KEY: 0001528382 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38596 FILM NUMBER: 18969335 BUSINESS ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-502-6538 MAIL ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Omega Fund IV GP, L.P. CENTRAL INDEX KEY: 0001528383 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38596 FILM NUMBER: 18969336 BUSINESS ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-502-6538 MAIL ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Omega Fund IV G.P. Manager, Ltd. CENTRAL INDEX KEY: 0001624456 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38596 FILM NUMBER: 18969337 BUSINESS ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-502-6538 MAIL ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stampacchia Otello CENTRAL INDEX KEY: 0001361712 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38596 FILM NUMBER: 18969338 MAIL ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lim Richard J. CENTRAL INDEX KEY: 0001623720 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38596 FILM NUMBER: 18969339 MAIL ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Paster Anne-Mari CENTRAL INDEX KEY: 0001652863 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38596 FILM NUMBER: 18969340 MAIL ADDRESS: STREET 1: C/O OMEGA FUND MANAGEMENT, LLC STREET 2: 185 DARTMOUTH STREET, SUITE 502 CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Replimune Group, Inc. CENTRAL INDEX KEY: 0001737953 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 822082553 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 18 COMMERCE WAY CITY: WOBURN STATE: MA ZIP: 01801 BUSINESS PHONE: 781-995-2443 MAIL ADDRESS: STREET 1: 18 COMMERCE WAY CITY: WOBURN STATE: MA ZIP: 01801 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-07-19 0 0001737953 Replimune Group, Inc. REPL 0001528382 Omega Fund IV, L.P. 185 DARTMOUTH STREET BOSTON MA 02116 0 0 1 0 0001528383 Omega Fund IV GP, L.P. 185 DARTMOUTH STREET BOSTON MA 02116 0 0 1 0 0001624456 Omega Fund IV G.P. Manager, Ltd. 185 DARTMOUTH STREET BOSTON MA 02116 0 0 1 0 0001361712 Stampacchia Otello 185 DARTMOUTH STREET BOSTON MA 02116 1 0 1 0 0001623720 Lim Richard J. 185 DARTMOUTH STREET BOSTON MA 02116 0 0 1 0 0001652863 Paster Anne-Mari 185 DARTMOUTH STREET BOSTON MA 02116 0 0 1 0 Common Stock 2018-07-24 4 P 0 266667 15.00 A 266667 D Common Stock 2018-07-24 4 C 0 994688 0.00 A 1261355 D Common Stock 2018-07-24 4 C 0 2579881 0.00 A 3841236 D Common Stock 2018-07-24 4 C 0 1013547 0.00 A 4854783 D Series Seed Warrants (right to buy) 2018-07-24 4 C 0 25000 0.00 D Series Seed Preferred Stock 25000 0 D Common Stock Warrants (right to buy) 2018-07-24 4 C 0 248672 0.00 A Common Stock 248672 248672 D Series Seed Preferred Stock 2018-07-24 4 C 0 100000 0.00 D Common Stock 994688 0 D Series A Convertible Preferred Stock 2018-07-24 4 C 0 259366 0.00 D Common Stock 2579881 0 D Series B Convertible Preferred Stock 2018-07-24 4 C 0 101896 0.00 D Common Stock 1013547 0 D Common Stock Option 15.00 2018-07-19 2018-07-24 4 A 0 13500 0.00 A Common Stock 13500 13500 D The reported securities are beneficially owned by Omega Fund IV, L.P. ("Omega IV"). The reported securities may be deemed to be beneficially owned by each of Omega Fund IV GP, L.P. ("Omega IV GP"), as the general partner of Omega IV, and Omega Fund IV GP Manager, Ltd. ("Omega IV GP Manager"), as the general partner of Omega IV GP. Otello Stampacchia, Richard Lim and Anne-Mari Paster are all the shareholders and directors of Omega IV GP Manager and have shared voting and investment power over the shares held by Omega IV and, as a result, may each be deemed to beneficially own the reported securities. Otello Stampacchia is also a director of the issuer. Each of the Reporting Persons disclaims beneficial ownership of the reported securities, except to the extent of his, her or its pecuniary interest therein. The Series Seed Preferred Stock ("Series Seed") converted automatically into shares of the issuer's common stock on a 1-for-9.94688 basis upon the completion of the issuer's public offering of common stock pursuant the issuer's registration statement under the Securities Act of 1933, as amended, filed with the Commission on June 22, 2018, as subsequently amended (the "IPO"). The Series Seed had no expiration date. The Series A Convertible Preferred Stock ("Series A") converted automatically into shares of the issuer's common stock on a 1-for-9.94688 basis upon the completion of IPO. The Series A had no expiration date. The Series B Convertible Preferred Stock ("Series B") converted automatically into shares of the issuer's common stock on a 1-for-9.94688 basis upon the completion of IPO. The Series B had no expiration date. The Series Seed Warrants (the "Seed Warrants") converted automatically in warrants to purchase shares of the issuer's common stock (the "Common Stock Warrants") on a 1-for-9.94688 basis upon the completion of IPO. The exercise price of the Common Stock Warrants is $1.01 per share of the issuer's common stock. The Seed Warrants had no expiration date and the Common Stock Warrants have no expiration date. The Common Stock Options (the "Options") were granted to Otello Stampacchia in his capacity as a director of the issuer on July 19, 2018 (the "Grant Date") contingent upon the closing of the IPO, with 25% of the Options vesting on the first anniversary of the Grant Date and an additional 3.125% of the Options vesting each month thereafter for 24 months. The Options expire on the tenth anniversary of the Grant Date. /s/ Anne-Mari Paster, Signature of Anne-Mari Paster as an authorized signatory of each Reporting Person 2018-07-24