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