Baker Bros. Advisors Form 3 Replimune / JULIAN BAKER ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BAKER BROS. ADVISORS LP

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/05/2025

3. Issuer Name and Ticker or Trading Symbol
Replimune Group, Inc. [ REPL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	929,241	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	10,116,095	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
2020/2022 $0.0001 Prefunded Warrants⁽⁵⁾	⁽⁵⁾⁽⁶⁾	⁽⁵⁾	Common Stock	439,755	⁽⁵⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
2020/2022 $0.0001 Prefunded Warrants⁽⁵⁾	⁽⁵⁾⁽⁶⁾	⁽⁵⁾	Common Stock	4,102,636	⁽⁵⁾	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
2024 $0.0001 Prefunded Warrants⁽⁷⁾	⁽⁷⁾⁽⁸⁾	⁽⁷⁾	Common Stock	327,307	⁽⁷⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
2024 $0.0001 Prefunded Warrants⁽⁷⁾	⁽⁷⁾⁽⁸⁾	⁽⁷⁾	Common Stock	3,518,877	⁽⁷⁾	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
$0.001 Prefunded Warrants⁽⁹⁾	⁽⁹⁾⁽¹⁰⁾	⁽⁹⁾	Common Stock	469,995	⁽⁹⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
$0.001 Prefunded Warrants⁽⁹⁾	⁽⁹⁾⁽¹⁰⁾	⁽⁹⁾	Common Stock	5,199,583	⁽⁹⁾	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

BAKER BROS. ADVISORS LP

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Baker Bros. Advisors (GP) LLC

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

667, L.P.

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Baker Brothers Life Sciences LP

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BAKER FELIX

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BAKER JULIAN

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Explanation of Responses:

1. As a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in common stock ("Common Stock") of Replimune Group, Inc. (the "Issuer") reported in column 2 of Table I and securities of the Issuer reported in column 3 of Table II held directly by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

2. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

3. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

4. As a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 2 of Table I and the securities of the Issuer reported in column 3 of Table II held directly by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

5. These securities consist of warrants acquired by the Funds in June 2020, October 2020 and December 2022 ("2020/2022 $0.0001 Prefunded Warrants") to purchase Common Stock at an exercise price of $0.0001 per warrant with no expiration date, subject to beneficial ownership limitations described in Note 6.

6. The 2020/2022 $0.0001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 4.99% of the outstanding shares of Common Stock (the "2020/2022 $0.0001 Maximum Percentage"). By written notice to the Issuer, the Funds may increase or decrease the 2020/2022 $0.0001 Maximum Percentage applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Issuer.

7. These securities consist of warrants acquired by the Funds in November 2024 ("2024 $0.0001 Prefunded Warrants") to purchase Common Stock at an exercise price of $0.0001 per warrant with no expiration date, subject to beneficial ownership limitations described in Note 8.

8. The 2024 $0.0001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 4.99% of the outstanding shares of Common Stock (the "2024 $0.0001 Maximum Percentage"). By written notice to the Issuer, the Funds may increase or decrease the 2024 $0.0001 Maximum Percentage applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Issuer.

9. These securities consist of warrants acquired by the Funds in June 2024 ("$0.001 Prefunded Warrants") to purchase Common Stock at an exercise price of $0.001 per warrant with no expiration date, subject to beneficial ownership limitations described in Note 10.

10. The $0.001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 9.99% of the outstanding shares of Common Stock (the "$0.001 Maximum Percentage"). By written notice to the Issuer, the Funds may increase or decrease the $0.001 Maximum Percentage applicable to that fund to any other percentage not in excess of 9.99%; provided that any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Issuer.

Remarks:

Michael Goller, a full-time employee of Baker Bros. Advisors LP, was appointed as director of Replimune Group, Inc. (the "Issuer") on March 5, 2025. By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.

	By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	03/07/2025
	By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	03/07/2025
	Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	03/07/2025
	Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing, Title:President /s/	03/07/2025
	/s/ Felix J. Baker	03/07/2025
	/s/ Julian C. Baker	03/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Baker Bros. Advisors Form 3Replimune / JULIAN BAKER ownership change