SEC Filing | Replimune

NAMES OF REPORTING PERSONS

Omega Fund IV, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☒ (1)

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

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SC 13G/A

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. 3)*

Replimune Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

76029N106

(CUSIP Number)

December 31, 2022

(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 10

(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 Anne-Mari Paster (“Paster”) (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 Paster 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) 49,739,407 shares of Common Stock outstanding as of September 30, 2022, as set forth in the Issuer’s Prospectus Supplement Form 424B5 filed with the Securities and Exchange Commission by the Issuer on December 12, 2022 and (ii) immediately exercisable warrants to purchase 248,672 shares of Common Stock held by Omega Fund.


CUSIP NO. 76029N106		13G		Page 3 of 10

(1)

(2)


CUSIP NO. 76029N106		13G		Page 4 of 10

(1)

(2)


CUSIP NO. 76029N106		13G		Page 5 of 10

(1)

(2)


CUSIP NO. 76029N106		13G		Page 6 of 10

(1)

(2)


CUSIP NO. 76029N106		13G		Page 7 of 10

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”)

Anne-Mari Paster (“Paster”)

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 Paster, 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

		Paster		United States of America

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 December 31, 2022.


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)		3,610,478		0		3,610,478		0		3,610,478		3,610,478		7.2	%
Omega GP(2)(3)		0		0		3,610,478		0		3,610,478		3,610,478		7.2	%
Omega Ltd(2)(3)		0		0		3,610,478		0		3,610,478		3,610,478		7.2	%
Stampacchia(2)(3)		0		0		3,610,478		0		3,610,478		3,610,478		7.2	%
Paster(2)(3)		0		0		3,610,478		0		3,610,478		3,610,478		7.2	%

(1)

(2)

Omega Fund owns (i) 3,610,478 shares of Common Stock and (ii) an immediately exercisable warrant 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 Paster 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

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

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

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

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: February 13, 2023
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/ Anne-Mari Paster
		Director

OMEGA FUND IV GP, L.P.

BY:		Omega Fund IV GP Manager, Ltd.
ITS:		GENERAL PARTNER

By:		/s/ Anne-Mari Paster
		Director

OMEGA FUND IV GP MANAGER, LTD.

By:		/s/ Anne-Mari Paster
		Director

/s/ * Anne-Mari Paster, as Attorney-in-Fact
Otello Stampacchia

/s/ Anne-Mari Paster
Anne-Mari Paster


Exhibit(s):

Exhibit 99.1:		Joint Filing Statement (incorporated by reference to Exhibit 99.1 to the Schedule 13G/A filed on February 14, 2020).

Exhibit 99.2:		Power of Attorney (incorporated by reference to Exhibit 99.2 to the Schedule 13G/A filed on February 14, 2020).