Replimune (REPL) 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

(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)
04/01/2021

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

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
Stock Option (Right to Buy)	$31.58	04/01/2021		A		16,500		(1)	(1)	Common Stock	16,500	$0.00	16,500(1)	D(1)

1. Name and Address of Reporting Person^*

Omega Fund IV, L.P.

(Last) (First) (Middle)

888 BOYLSTON STREET

(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

(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

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stampacchia Otello

(Last) (First) (Middle)

888 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Paster Anne-Mari

(Last) (First) (Middle)

888 BOYLSTON STREET

(Street)

BOSTON MA 02199

(City) (State) (Zip)

Explanation of Responses:

1. The Common Stock Options (the "Options") were granted to Otello Stampacchia in his capacity as a director of the issuer on April 1, 2021 (the "Grant Date"), with the Options vesting on the first anniversary of the Grant Date. The Options expire on the tenth anniversary of the Grant Date. The Options are held directly by Mr. Stampacchia.

Remarks:

	/s/ Anne-Mari Paster, as an authorized signatory of each Reporting Person	04/05/2021
	** 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).
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.