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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Repare Therapeutics Inc. [ RPTX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/03/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Shares | 06/03/2021 | S(1) | 22,296(2) | D | $31.92(3) | 4,180,278 | I | See Footnote(4) | ||
| Common Shares | 06/04/2021 | S(1) | 8,042(5) | D | $30.8(6) | 4,172,236 | I | See Footnote(7) | ||
| Common Shares | 06/04/2021 | S(1) | 4,694(8) | D | $31.28(9) | 4,167,542 | I | See Footnote(10) | ||
| Common Shares | 06/07/2021 | S(1) | 2,400(11) | D | $30.74(12) | 4,165,142 | I | See Footnote(13) | ||
| Common Shares | 06/07/2021 | S(1) | 1,700(14) | D | $32.25(15) | 4,163,442 | I | See Footnote(16) | ||
| Common Shares | 06/07/2021 | S(1) | 19,017(17) | D | $32.96(18) | 4,144,425 | I | See Footnote(19) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Transaction effected pursuant to a plan established pursuant to Rule 10b5-1 on 3/31/2021. |
| 2. The shares were sold as follows: 9,497 by MPM BioVentures 2014, L.P. ("BV 2014"), 327 by MPM Asset Management Investors BV2014 LLC ("AM BV2014") and 12,472 by UBS Oncology Impact Fund L.P. ("UBS Oncology"). |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.35 to $32.265 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4. The shares are held as follows: 2,163,535 by BV 2014, 135,843 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 74,470 by AM BV2014 and 1,806,430 by UBS Oncology. MPM BioVentures 2014 GP LLC and MPM BioVentures 2014 LLC ("BV LLC") are the direct and indirect general partners of BV 2014 and BV 2014(B). BV LLC is the manager of AM BV2014. Ansbert Gadicke is a managing director of BV LLC. MPM Oncology Impact Management GP LLC ("Oncology GP LLC") is the General Partner of MPM Oncology Impact Management LP, the General Partner of Oncology Impact Fund (Cayman) Management L.P., the General Partner of UBS Oncology Impact Fund, L.P. Ansbert Gadicke is the Managing Member of Oncology GP LLC. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
| 5. The shares were sold as follows: 3,426 by BV 2014, 118 by AM BV2014 and 4,498 by UBS Oncology. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.10 to $31.09 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 7. The shares are held as follows: 2,160,109 by BV 2014, 135,843 by BV 2014(B), 74,352 by AM BV2014 and 1,801,932 by UBS Oncology. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
| 8. The shares were sold as follows: 1,999 by BV 2014, 69 by AM BV2014 and 2,626 by UBS Oncology. |
| 9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.10 to $31.54 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 10. The shares are held as follows: 2,158,110 by BV 2014, 135,843 by BV 2014(B), 74,283 by AM BV2014 and 1,799,306 by UBS Oncology. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
| 11. The shares were sold as follows: 1,023 by BV 2014, 35 by AM BV2014 and 1,342 by UBS Oncology. |
| 12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.41 to $31.25 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 13. The shares are held as follows: 2,157,087 by BV 2014, 135,843 by BV 2014(B), 74,248 by AM BV2014 and 1,797,964 by UBS Oncology. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
| 14. The shares were sold as follows: 724 by BV 2014, 25 by AM BV2014 and 951 by UBS Oncology. |
| 15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.50 to $32.49 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 16. The shares are held as follows: 2,156,363 by BV 2014, 135,843 by BV 2014(B), 74,223 by AM BV2014 and 1,797,013 by UBS Oncology. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
| 17. The shares were sold as follows: 8,100 by BV 2014, 279 by AM BV2014 and 10,638 by UBS Oncology. |
| 18. 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 $33.15 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 19. The shares are held as follows: 2,148,263 by BV 2014, 135,843 by BV 2014(B), 73,944 by AM BV2014 and 1,786,375 by UBS Oncology. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
| Remarks: |
| /s/ Ansbert Gadicke | 06/07/2021 | |
| ** 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. | ||