SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Sarchi Christopher

(Last)

(First)

(Middle)

C/O REPLIMUNE GROUP, INC.

500 UNICORN PARK DRIVE

(Street)

WOBURN

01801

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/17/2023

3. Issuer Name and Ticker or Trading Symbol
Replimune Group, Inc. [ REPL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Commercial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	55,000⁽¹⁾	D
Common Stock	22,500⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽³⁾	12/30/2032	Common Stock	82,500	$27.2	D
Employee Stock Option (right to buy)	⁽⁴⁾	04/01/2033	Common Stock	33,750	$17.66	D

Explanation of Responses:

1. Represents shares of the Issuer's common stock issuable upon settlement of restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The Reporting Person was granted 55,000 RSUs on December 30, 2022, 25% of such RSUs will vest on November 15, 2023, and the remainder will vest in three approximately equal annual installments thereafter until November 15, 2026, subject to the Reporting Person's continuous service to the Issuer.

2. Represents shares of the Issuer's common stock issuable upon settlement of RSUs granted to the Reporting Person. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The Reporting Person was granted 22,500 RSUs on April 1, 2023, 25% of such RSUs will vest on May 15, 2024, and the remainder will vest in three approximately equal annual installments thereafter until May 15, 2027, subject to the Reporting Person's continuous service to the Issuer.

3. 25% of the shares underlying this stock option vest on December 30, 2023, and the remainder of the shares underlying this stock option vest in 36 approximately equal monthly installments thereafter.

4. 25% of the shares underlying this stock option vest on April 1, 2024, and the remainder of the shares underlying this stock option vest in 36 approximately equal monthly installments thereafter.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Shawn Glidden, as attorney-in-fact	07/26/2023
	** 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 5 (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.