SEC FORM 4 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*
Atlas Venture Fund X, L.P.

(Last) (First) (Middle)
400 TECHNOLOGY SQUARE, 10TH FLOOR

(Street)
CAMBRIDGE MA 02139

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/24/2018
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 07/24/2018 C 3,439,839 A (1) 3,439,839 D(2)
Common Stock 07/24/2018 C 1,013,547 A (1) 4,453,386 D(2)
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
Series A Convertible Preferred Stock (1) 07/24/2018 C 3,439,839(3) (1) (1) Common Stock 3,439,839(3) $0 0 D(2)
Series B Convertible Preferred Stock (1) 07/24/2018 C 1,013,547(3) (1) (1) Common Stock 1,013,547(3) $0 0 D(2)
1. Name and Address of Reporting Person*
Atlas Venture Fund X, L.P.

(Last) (First) (Middle)
400 TECHNOLOGY SQUARE, 10TH FLOOR

(Street)
CAMBRIDGE MA 02139

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Atlas Venture Associates X, LLC

(Last) (First) (Middle)
400 TECHNOLOGY SQUARE, 10TH FLOOR

(Street)
CAMBRIDGE MA 02139

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ATLAS VENTURE ASSOCIATES X, L.P.

(Last) (First) (Middle)
400 TECHNOLOGY SQUARE, 10TH FLOOR

(Street)
CAMBRIDGE MA 02139

(City) (State) (Zip)
Explanation of Responses:
1. In connection with the closing of the Issuer's initial public offering, each share of the Issuer's series A convertible preferred stock and series B convertible preferred stock (collectively, the "Preferred Stock") converted into shares of the Issuer's common stock on a 1-for-9.94688 basis without payment or consideration. The Preferred Stock had no expiration date.
2. The shares are held directly by Atlas Venture Fund X, L.P. ("Atlas Venture Fund X"). The general partner of Atlas Venture Fund X is Atlas Venture Associates X, L.P. ("AVA X LP"). Atlas Venture Associates X, LLC ("AVA X LLC") is the general partner of AVA X LP. Each of AVA X LP and AVA X LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund X, except to the extent of its pecuniary interest therein, if any.
3. Reflects the number of shares of Preferred Stock held by the Reporting Person on an as-converted to common stock basis.
Atlas Venture Fund X, LP, By: Atlas Venture Associates X, L.P., it's general partner, By: Atlas Venture Associates X, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan 07/26/2018
Atlas Venture Associates X, LP, By: Atlas Venture Associates X, LLC, it's general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan 07/26/2018
Atlas Venture Associates X, LP, By: Atlas Venture Associates X, LLC, it's general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan 07/26/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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