SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
(Amendment No. 5)*
Replimune Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
76029N106
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP NO. 76029N106 | 13G | Page 2 of 9 |
| 1 | NAMES OF REPORTING PERSONS
Omega Fund IV, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
2,709,991 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,709,991 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,709,991 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV GP Manager, Ltd. (“Omega Ltd”), Otello Stampacchia (“Stampacchia”), and Francesco Draetta (“Draetta”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Stampacchia and Draetta are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The following percentages are based on (i) 68,321,396 shares of Common Stock outstanding as of August 5, 2024, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer on August 8, 2024 and (ii) immediately exercisable warrants to purchase 248,672 shares of Common Stock held by Omega Fund. |
| CUSIP NO. 76029N106 | 13G | Page 3 of 9 |
| 1 | NAMES OF REPORTING PERSONS
Omega Fund IV GP, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
2,709,991 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,709,991 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,709,991 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV GP Manager, Ltd. (“Omega Ltd”), Otello Stampacchia (“Stampacchia”), and Francesco Draetta (“Draetta”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Stampacchia and Draetta are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The following percentages are based on (i) 68,321,396 shares of Common Stock outstanding as of August 5, 2024, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer on August 8, 2024 and (ii) immediately exercisable warrants to purchase 248,672 shares of Common Stock held by Omega Fund. |
| CUSIP NO. 76029N106 | 13G | Page 4 of 9 |
| 1 | NAMES OF REPORTING PERSONS
Omega Fund IV GP Manager, Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
2,709,991 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,709,991 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,709,991 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV GP Manager, Ltd. (“Omega Ltd”), Otello Stampacchia (“Stampacchia”), and Francesco Draetta (“Draetta”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Stampacchia and Draetta are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The following percentages are based on (i) 68,321,396 shares of Common Stock outstanding as of August 5, 2024, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer on August 8, 2024 and (ii) immediately exercisable warrants to purchase 248,672 shares of Common Stock held by Omega Fund. |
| CUSIP NO. 76029N106 | 13G | Page 5 of 9 |
| 1 | NAMES OF REPORTING PERSONS
Otello Stampacchia | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Italy | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
2,709,991 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,709,991 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,709,991 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV GP Manager, Ltd. (“Omega Ltd”), Otello Stampacchia (“Stampacchia”), and Francesco Draetta (“Draetta”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Stampacchia and Draetta are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The following percentages are based on (i) 68,321,396 shares of Common Stock outstanding as of August 5, 2024, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer on August 8, 2024 and (ii) immediately exercisable warrants to purchase 248,672 shares of Common Stock held by Omega Fund. |
| CUSIP NO. 76029N106 | 13G | Page 6 of 9 |
| 1 | NAMES OF REPORTING PERSONS
Francesco Draetta | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
2,709,991 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,709,991 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,709,991 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV GP Manager, Ltd. (“Omega Ltd”), Otello Stampacchia (“Stampacchia”), and Francesco Draetta (“Draetta”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Stampacchia and Draetta are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The following percentages are based on (i) 68,321,396 shares of Common Stock outstanding as of August 5, 2024, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer on August 8, 2024 and (ii) immediately exercisable warrants to purchase 248,672 shares of Common Stock held by Omega Fund. |
| CUSIP NO. 76029N106 | 13G | Page 7 of 9 |
Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock (“Common Stock”), of Replimune Group, Inc. (the “Issuer”).
Item 1(a) Name of Issuer:
Replimune Group, Inc. (the “Issuer”)
Item 1(b) Address of Issuer’s principal executive offices:
Replimune Group, Inc.
500 Unicorn Park
Woburn, MA 01801
Items 2(a) Name of Reporting Persons filing:
Omega Fund IV, L.P. (“Omega Fund”)
Omega Fund IV GP, L.P. (“Omega GP”)
Omega Fund IV GP Manager, Ltd. (“Omega Ltd.”)
Otello Stampacchia (“Stampacchia”)
Francesco Draetta (“Draetta”)
Item 2(b) Address or principal business office or, if none, residence:
The address of the principal business office of Omega Fund, Omega GP, Omega Ltd, Stampacchia and Draetta is c/o Omega Fund Management, LLC, 888 Boylston Street, Suite 1111, Boston, MA 02199.
Item 2(c) Citizenship:
| Name | Citizenship or Place of Organization | |
| Omega Fund | Cayman Islands | |
| Omega GP | Cayman Islands | |
| Omega Ltd. | Cayman Islands | |
| Stampacchia | Italy | |
| Draetta | United States |
Item 2(d) Title of class of securities:
Common Stock
Item 2(e) CUSIP No.:
76029N106
Item 3 If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:
Not applicable.
Item 4 Ownership
The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of September 30, 2024.
| Reporting Persons | Shares of Common Stock Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class (1) | |||||||||||||||||||||
Omega Fund(2)(3) | 2,709,991 | 0 | 2,709,991 | 0 | 2,709,991 | 2,709,991 | 4.0 | % | ||||||||||||||||||||
Omega GP(2)(3) | 0 | 0 | 2,709,991 | 0 | 2,709,991 | 2,709,991 | 4.0 | % | ||||||||||||||||||||
Omega Ltd(2)(3) | 0 | 0 | 2,709,991 | 0 | 2,709,991 | 2,709,991 | 4.0 | % | ||||||||||||||||||||
Stampacchia(2)(3) | 0 | 0 | 2,709,991 | 0 | 2,709,991 | 2,709,991 | 4.0 | % | ||||||||||||||||||||
Draetta(2)(3) | 0 | 0 | 2,709,991 | 0 | 2,709,991 | 2,709,991 | 4.0 | % | ||||||||||||||||||||
| (1) | The following percentages are based on (i) 68,321,396 shares of Common Stock outstanding as of August 5, 2024, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer on August 8, 2024 and (ii) immediately exercisable warrants to purchase 248,672 shares of Common Stock held by Omega Fund. |
| (2) | Omega Fund owns (i) 2,461,319 shares of Common Stock and (ii) immediately exercisable warrants to purchase 248,672 shares of Common Stock. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, and each of Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Omega Fund. Stampacchia and Draetta are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. |
| (3) | The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G. |
Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒
Item 6 Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not applicable.
Item 8 Identification and Classification of Members of the Group
Not applicable.
Item 9 Notice of Dissolution of Group
Not applicable.
Item 10 Certifications
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 14, 2024
| OMEGA FUND IV, L.P. | ||
| BY: | Omega Fund IV GP, L.P. | |
| ITS: | GENERAL PARTNER | |
| BY: | Omega Fund IV GP Manager, Ltd. | |
| ITS: | GENERAL PARTNER | |
| By: | /s/ Otello Stampacchia | |
| Director | ||
| OMEGA FUND IV GP, L.P. | ||
| BY: | Omega Fund IV GP Manager, Ltd. | |
| ITS: | GENERAL PARTNER | |
| By: | /s/ Otello Stampacchia | |
| Director | ||
| OMEGA FUND IV GP MANAGER, LTD. | ||
| By: | /s/ Otello Stampacchia | |
| Director | ||
/s/ Otello Stampacchia | ||
| Otello Stampacchia | ||
/s/ Francesco Draetta | ||
| Francesco Draetta | ||
