Omega Fund IV G.P. Manager Form 4 Replimune / Otello Stampacchia ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Omega Fund IV, L.P.

(Last) (First) (Middle)

888 BOYLSTON STREET, SUITE 1111

(Street)

BOSTON MA 02199

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/16/2021		S(1)		5,537	D	$32.55(1)(2)	5,002,708	D(5)
Common Stock	09/17/2021		S(1)		78,998	D	$32.88(1)(3)	4,923,710	D(5)
Common Stock	09/17/2021		S(1)		15,465	D	$33.71(1)(4)	4,908,245	D(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Omega Fund IV, L.P.

(Last) (First) (Middle)

888 BOYLSTON STREET, SUITE 1111

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Omega Fund IV GP, L.P.

(Last) (First) (Middle)

888 BOYLSTON STREET, SUITE 1111

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Omega Fund IV G.P. Manager, Ltd.

(Last) (First) (Middle)

888 BOYLSTON STREET, SUITE 1111

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stampacchia Otello

(Last) (First) (Middle)

888 BOYLSTON STREET, SUITE 1111

(Street)

BOSTON MA 02199

(City) (State) (Zip)

Explanation of Responses:

1. Shares were sold pursuant to a Rule 10b5-1 trading plan.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.50 to $32.63 inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.50 to $33.49 inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.51 to $33.95 inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

5. The reported securities are held directly 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 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. Each of Omega IV GP, Omega Fund IV GP Manager and the Omega Directors disclaims beneficial ownership of the securities reported herein, except to the extent of its or their pecuniary interest therein, if any. Otello Stampacchia is a director of the issuer.

Remarks:

	/s/ Anne-Mari Paster, as an authorized signatory of each Reporting Person	09/20/2021
	** 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 4 (b)(v).
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