Replimune (REPL) Form 3 Replimune / Hugo Alexander Slootweg 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^*

Slootweg Hugo Alexander

(Last) (First) (Middle)

18 COMMERCE WAY

(Street)

WOBURN MA 01801

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/19/2018

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)

X	Form filed by One Reporting Person
	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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy)	(1)	(1)	Common Stock	248,672	(1)	I	See footnote(2)
Series Seed Convertible Preferred Stock	(3)	(3)	Common Stock	994,688	(3)	I	See footnote(2)
Series A Convertible Preferred Stock	(3)	(3)	Common Stock	2,579,881	(3)	I	See footnote(2)
Series B Convertible Preferred Stock	(3)	(3)	Common Stock	1,013,547	(3)	I	See footnote(2)

Explanation of Responses:

1. Represents warrants to acquire shares of the Issuer's Series Seed Convertible Preferred Stock which will automatically convert into warrants to acquire shares of the Issuer's common stock immediately prior to the completion of the Issuer's initial public offering (the "IPO") on a 1-for-9.94688 basis without payment of consideration. The warrants have no expiration date.

2. The securities are held directly by Forbion Capital Fund III Cooperatief U.A ("Forbion Coop"). Forbion III Management B.V. ("Forbion Management") is the director of Forbion Coop. The Reporting Person serves as one of the directors of Forbion Management and disclaims beneficial ownership over all shares of the Issuer for which Forbion Management may be deemed to beneficially own, except to the extent of his pecuniary interest therein, if any.

3. At any time at the Reporting Person's election or upon the completion of the IPO, each share of Series Seed Convertible Preferred Stock, Series A Convertible Preferred Stock, and Series B Convertible Preferred Stock is convertible into shares of the Issuer's common stock on a 1-for-9.94688 basis without payment of consideration. The Series Seed Convertible Preferred Stock, Series A Convertible Preferred Stock, and Series B Convertible Preferred Stock have no expiration date.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/Robert Coffin, as Attorney-in-Fact	07/19/2018
	** 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).
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