UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
REPLIMUNE GROUP, INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
76029N106
(CUSIP Number)
Atlas Venture
Attention: Ommer Chohan, Chief Financial Officer
400 Technology Square, 10th Floor
Cambridge, MA 02139 USA
(857) 201-2700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 16, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | 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 76029N106 | Page 2 of 9 |
| 1 | NAMES OF REPORTING PERSONS: ATLAS VENTURE FUND X, L.P. | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒ | ||||
| 3 | SEC USE ONLY: | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): WC | ||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐ | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware | ||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER: 0 | |||
| 8 | SHARED VOTING POWER: 3,376,9741 | ||||
| 9 | SOLE DISPOSITIVE POWER: 0 | ||||
| 10 | SHARED DISPOSITIVE POWER: 3,376,9741 | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,376,9741 | ||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐ | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.6%2 | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): PN | ||||
| 1 | As described in Item 5 below, Atlas Venture Fund X, L.P., a Delaware limited partnership (“Atlas X”), Atlas Venture Associates X, L.P., a Delaware limited partnership (“AVA X LP”) and Atlas Venture Associates X, LLC, a Delaware limited liability company (“AVA X LLC” and together with Atlas X and AVA X LP, the “Fund X Reporting Persons”) beneficially own the 3,376,974 shares of the Issuer’s Common Stock that are directly held by Atlas X. AVA X LP is the general partner of Atlas X and AVA X LLC is the general partner of AVA X LP. Each of AVA X LP and AVA X LLC has voting and dispositive power over the shares held by Atlas X. As such, each of the Fund X Reporting Persons share voting and dispositive power with respect to the shares held by Atlas X. |
| 2 | This percentage is calculated based upon 39,494,831 outstanding shares of Common Stock of the Issuer, as reported in the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(5), filed with the Securities and Exchange Commission on June 10, 2020. |
| CUSIP 76029N106 | Page 3 of 9 |
| 1 | NAMES OF REPORTING PERSONS: ATLAS VENTURE ASSOCIATES X, L.P. | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒ | ||||
| 3 | SEC USE ONLY: | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): AF | ||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐ | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware | ||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER: 0 | |||
| 8 | SHARED VOTING POWER: 3,398,0801 | ||||
| 9 | SOLE DISPOSITIVE POWER: 0 | ||||
| 10 | SHARED DISPOSITIVE POWER: 3,398,0801 | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,398,0801 | ||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐ | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.6%2 | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): PN | ||||
| 1 | As described in Item 5 below, Atlas Venture Associates X, L.P., a Delaware limited partnership (“AVA X LP”) and Atlas Venture Associates X, LLC, a Delaware limited liability company (“AVA X LLC”) beneficially own 3,398,080 shares of the Issuer’s Common Stock. 3,376,974 of these shares are directly held by Atlas Venture Fund X, L.P., a Delaware limited partnership (“Atlas X”) and 21,106 of these shares are directly held by AVA X LP. AVA X LP is the general partner of Atlas X and AVA X LLC is the general partner of AVA X LP. AVA X LLC has voting and dispositive power over the shares held by each of Atlas X and AVA X LP and AVA X LP has voting and dispositive power over the shares held by Atlas X. As such, each of Atlas X, AVA X LP and AVA X LLC share voting and dispositive power with respect to the shares held by Atlas X and each of AVA X LP and AVA X LLC share voting and dispositive power with respect to the shares held by AVA X LP. |
| 2 | This percentage is calculated based upon 39,494,831 outstanding shares of Common Stock of the Issuer, as reported in the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(5), filed with the Securities and Exchange Commission on June 10, 2020. |
| CUSIP 76029N106 | Page 4 of 9 |
| 1 | NAMES OF REPORTING PERSONS: Atlas Venture Associates X, LLC | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒ | ||||
| 3 | SEC USE ONLY: | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): AF | ||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐ | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER: 0 | |||
| 8 | SHARED VOTING POWER: 3,398,0801 | ||||
| 9 | SOLE DISPOSITIVE POWER: 0 | ||||
| 10 | SHARED DISPOSITIVE POWER: 3,398,0801 | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,398,0801 | ||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐ | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.6%2 | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO | ||||
| 1 | As described in Item 5 below, Atlas Venture Associates X, L.P., a Delaware limited partnership (“AVA X LP”) and Atlas Venture Associates X, LLC, a Delaware limited liability company (“AVA X LLC”) beneficially own 3,398,080 shares of the Issuer’s Common Stock. 3,376,974 of these shares are directly held by Atlas Venture Fund X, L.P., a Delaware limited partnership (“Atlas X”) and 21,106 of these shares are directly held by AVA X LP. AVA X LP is the general partner of Atlas X and AVA X LLC is the general partner of AVA X LP. AVA X LLC has voting and dispositive power over the shares held by each of Atlas X and AVA X LP and AVA X LP has voting and dispositive power over the shares held by Atlas X. As such, each of Atlas X, AVA X LP and AVA X LLC share voting and dispositive power with respect to the shares held by Atlas X and each of AVA X LP and AVA X LLC share voting and dispositive power with respect to the shares held by AVA X LP. |
| 2 | This percentage is calculated based upon 39,494,831 outstanding shares of Common Stock of the Issuer, as reported in the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(5), filed with the Securities and Exchange Commission on June 10, 2020. | |
| CUSIP 76029N106 | Page 5 of 9 |
| 1 | NAMES OF REPORTING PERSONS: Atlas Venture Opportunity Fund I, L.P. | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒ | ||||
| 3 | SEC USE ONLY: | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): WC | ||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐ | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware | ||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER: 0 | |||
| 8 | SHARED VOTING POWER: 1,100,0001 | ||||
| 9 | SOLE DISPOSITIVE POWER: 0 | ||||
| 10 | SHARED DISPOSITIVE POWER: 1,100,0001 | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,100,0001 | ||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐ | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.8%2 | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): PN | ||||
| 1 | As described in Item 5 below, Atlas Venture Opportunity Fund I, L.P., a Delaware limited partnership (“AVOF”), Atlas Venture Associates Opportunity I, L.P., a Delaware limited partnership (“AVAO LP”) and Atlas Venture Associates Opportunity I, LLC, a Delaware limited liability company (“AVAO LLC” and together with AVOF and AVAO LP, the “Opportunity Fund Reporting Persons”) beneficially own 1,100,000 shares of the Issuer’s Common Stock. All of these shares are held by AVOF. AVAO LP is the general partner of AVOF and AVAO LLC is the general partner of AVAO LP Each of AVAO LP and AVAO LLC has voting and dispositive power over the shares held by AVOF. As such, each of the Opportunity Fund Reporting Persons share voting and dispositive power with respect to the shares held by AVOF. |
| 2 | This percentage is calculated based upon 39,494,831 outstanding shares of Common Stock of the Issuer, as reported in the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(5), filed with the Securities and Exchange Commission on June 10, 2020. |
| CUSIP 76029N106 | Page 6 of 9 |
| 1 | NAMES OF REPORTING PERSONS: Atlas Venture Associates Opportunity I, L.P. | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒ | ||||
| 3 | SEC USE ONLY: | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): AF | ||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐ | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware | ||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER: 0 | |||
| 8 | SHARED VOTING POWER: 1,100,0001 | ||||
| 9 | SOLE DISPOSITIVE POWER: 0 | ||||
| 10 | SHARED DISPOSITIVE POWER: 1,100,0001 | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,100,0001 | ||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐ | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.8%2 | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): PN | ||||
| 1 | As described in Item 5 below, Atlas Venture Opportunity Fund I, L.P., a Delaware limited partnership (“AVOF”), Atlas Venture Associates Opportunity I, L.P., a Delaware limited partnership (“AVAO LP”) and Atlas Venture Associates Opportunity I, LLC, a Delaware limited liability company (“AVAO LLC” and together with AVOF and AVAO LP, the “Opportunity Fund Reporting Persons”) beneficially own 1,100,000 shares of the Issuer’s Common Stock. All of these shares are held by AVOF. AVAO LP is the general partner of AVOF and AVAO LLC is the general partner of AVAO LP Each of AVAO LP and AVAO LLC has voting and dispositive power over the shares held by AVOF. As such, each of the Opportunity Fund Reporting Persons share voting and dispositive power with respect to the shares held by AVOF. |
| 2 | This percentage is calculated based upon 39,494,831 outstanding shares of Common Stock of the Issuer, as reported in the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(5), filed with the Securities and Exchange Commission on June 10, 2020. |
| CUSIP 76029N106 | Page 7 of 9 |
| 1 | NAMES OF REPORTING PERSONS: Atlas Venture Associates Opportunity I, LLC | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒ | ||||
| 3 | SEC USE ONLY: | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): AF | ||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐ | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware | ||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER: 0 | |||
| 8 | SHARED VOTING POWER: 1,100,0001 | ||||
| 9 | SOLE DISPOSITIVE POWER: 0 | ||||
| 10 | SHARED DISPOSITIVE POWER: 1,100,0001 | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,100,0001 | ||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐ | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.8%2 | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO | ||||
| 1 | As described in Item 5 below, Atlas Venture Opportunity Fund I, L.P., a Delaware limited partnership (“AVOF”), Atlas Venture Associates Opportunity I, L.P., a Delaware limited partnership (“AVAO LP”) and Atlas Venture Associates Opportunity I, LLC, a Delaware limited liability company (“AVAO LLC” and together with AVOF and AVAO LP, the “Opportunity Fund Reporting Persons”) beneficially own 1,100,000 shares of the Issuer’s Common Stock. All of these shares are held by AVOF. AVAO LP is the general partner of AVOF and AVAO LLC is the general partner of AVAO LP Each of AVAO LP and AVAO LLC has voting and dispositive power over the shares held by AVOF. As such, each of the Opportunity Fund Reporting Persons share voting and dispositive power with respect to the shares held by AVOF. |
| 2 | This percentage is calculated based upon 39,494,831 outstanding shares of Common Stock of the Issuer, as reported in the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(5), filed with the Securities and Exchange Commission on June 10, 2020. |
| CUSIP 76029N106 | Page 8 of 9 |
INTRODUCTION
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is being filed as an amendment to the statement on Schedule 13D relating to common stock, par value $0.001 per share (the “Common Stock”) of Replimune Group, Inc., a Delaware corporation (the “Issuer” or “Replimune”), as filed with the Securities and Exchange Commission (the “SEC”) on November 11, 2019 (the “Prior Schedule 13D”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to the terms in the Prior Schedule 13D. The Prior Schedule 13D is hereby amended and supplemented as follows and, except as expressly amended below, the Prior Schedule 13D remains in full force and effect.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
| (a)(b) | As of the date hereof, Atlas X is the record owner of 3,376,974 shares of Common Stock and AVA X LP is the record owner of 21,106 shares of Common Stock. AVA X LP is the general partner of Atlas X and AVA X LLC is the general partner of AVA X LP. Each of Atlas X, AVA X LP and AVA X LLC has shared voting and dispositive power over the shares held by Atlas X and AVA X LLC has shared voting and dispositive power over the shares held by AVA X LP. As such, each of Atlas X, AVA X LP and AVA X LLC may be deemed to beneficially own the shares held by Atlas X and AVA X LLC may be deemed to beneficially own the shares held by AVA X LP. |
As of the date hereof, AVOF is the record owner of 1,100,000 shares of Common Stock. AVAO LP is the general partner of AVOF and AVAO LLC is the general partner of AVAO LP. Each of AVOF, AVAO LP and AVAO LLC has shared voting and dispositive power over the shares held by AVOF. As such, each of AVOF, AVAO LP and AVAO LLC may be deemed to beneficially own the shares held by AVOF.
Each of the Fund X Reporting Persons and Opportunity Fund Reporting Persons may be deemed to beneficially own 8.6% and 2.8%, respectively, of the Issuer’s outstanding Common Stock, which percentages are calculated based upon 39,494,831 outstanding shares of Common Stock of the Issuer, as reported in the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(5), filed with the Securities and Exchange Commission on June 10, 2020.
Collectively, the Reporting Persons beneficially own an aggregate of 4,498,080 shares of Common Stock, which represents 11.4% of the Issuer's outstanding Common Stock. The Fund X Reporting Persons and the Opportunity Fund Reporting Persons are under common control and as a result, the Reporting Persons may be deemed to be members of a group. However, the Reporting Persons disclaim such group membership, and this Schedule 13D shall not be deemed an admission that the Reporting Persons are members of a group for purposes of Section 13 or for any other purposes.
| (c) | On June 16, 2020, Atlas X distributed in kind an aggregate of 445,339 shares of Common Stock, on a pro rata basis without consideration, to its general partner, AVA X LP, and its limited partners. AVA X LP received 8,732 shares of Common Stock through the distribution. Except for the foregoing, no Reporting Person has engaged in any transactions in the Common Stock in the sixty days preceding the date hereof. |
| (d) | No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| CUSIP 76029N106 | Page 9 of 9 |
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: June 19, 2020
| ATLAS VENTURE FUND X, L.P. | ||
| By: Atlas Venture Associates X, L.P., its general partner | ||
| By: Atlas Venture Associates X, LLC, its general partner | ||
| By: | /s/ Ommer Chohan | |
| Name: Ommer Chohan | ||
| Title: Chief Financial Officer | ||
| ATLAS VENTURE ASSOCIATES X, L.P. | ||
| By: Atlas Venture Associates X, LLC, its general partner | ||
| By: | /s/ Ommer Chohan | |
| Name: Ommer Chohan | ||
| Title: Chief Financial Officer | ||
| ATLAS VENTURE ASSOCIATES X, LLC | ||
| By: | /s/ Ommer Chohan | |
| Name: Ommer Chohan | ||
| Title: Chief Financial Officer | ||
| ATLAS VENTURE OPPORTUNITY FUND I, L.P. | ||
| By: Atlas Venture Associates Opportunity I, L.P., its general partner | ||
| By: Atlas Venture Associates Opportunity I, LLC, its general partner | ||
| By: | /s/ Ommer Chohan | |
| Name: Ommer Chohan | ||
| Title: Chief Financial Officer | ||
| ATLAS VENTURE ASSOCIATES OPPORTUNITY I, L.P. | ||
| By: Atlas Venture Associates Opportunity I, LLC, its general partner | ||
| By: | /s/ Ommer Chohan | |
| Name: Ommer Chohan | ||
| Title: Chief Financial Officer | ||
| ATLAS VENTURE ASSOCIATES OPPORTUNITY I, LLC | ||
| By: | /s/ Ommer Chohan | |
| Name: Ommer Chohan | ||
| Title: Chief Financial Officer | ||