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* Omega Fund IV, L.P. (Last) (First) (Middle) 185 DARTMOUTH STREET (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/19/2018	3. Issuer Name and Ticker or Trading Symbol Replimune Group, Inc. [ REPL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series Seed Preferred Stock	(1)	(1)	Common Stock	100,000	(1)	D(5)
Series Seed Warrants (right to buy)	(2)	(2)	Series Seed Preferred Stock	25,000	$10	D(5)
Series A Convertible Preferred Stock	(3)	(3)	Common Stock	259,366	(3)	D(5)
Series B Convertible Preferred Stock	(4)	(4)	Common Stock	101,896	(4)	D(5)

1. Name and Address of Reporting Person* Omega Fund IV, L.P. (Last) (First) (Middle) 185 DARTMOUTH STREET (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Omega Fund IV GP, L.P. (Last) (First) (Middle) 185 DARTMOUTH STREET (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Omega Fund IV G.P. Manager, Ltd. (Last) (First) (Middle) 185 DARTMOUTH STREET (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Stampacchia Otello (Last) (First) (Middle) 185 DARTMOUTH STREET (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lim Richard J. (Last) (First) (Middle) 185 DARTMOUTH STREET (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Paster Anne-Mari (Last) (First) (Middle) 185 DARTMOUTH STREET (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Series Seed Preferred Stock is convertible (i) at any time at the option of the holder; (ii) automatically upon the closing of a firm-commitment underwritten public offering of the issuer's securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"); or (iii) by vote or written consent of the holders of at least 75% of the then outstanding shares of redeemable convertible preferred stock (voting together as a single class on an as-converted basis) and the holders of at least 55% of the then outstanding shares of Series B (as defined below) (voting together as a separate class on an as-converted basis), in each case into fully paid and nonassessable shares of common stock on a 1-for-9.94688 basis.

2. The Series Seed Warrants (the "Warrants") will automatically convert upon the closing of a firm-commitment underwritten public offering of the issuer's securities pursuant to an effective registration statement under the Securities Act into warrants for the purchase of common stock on a 1-for-9.94688 basis. The Warrants have no expiration date.

3. The Series A Convertible Preferred Stock is convertible (i) at any time at the option of the holder; (ii) automatically upon the closing of a firm-commitment underwritten public offering of the issuer's securities pursuant to an effective registration statement under the Securities Act; or (iii) by vote or written consent of the holders of at least 75% of the then outstanding shares of redeemable convertible preferred stock (voting together as a single class on an as-converted basis) and the holders of at least 55% of the then outstanding shares of Series B (voting together as a separate class on an as-converted basis), in each case into fully paid and nonassessable shares of common stock on a 1-for-9.94688 basis.

4. The Series B Convertible Preferred Stock ("Series B") is convertible (i) at any time at the option of the holder; (ii) automatically upon the closing of a firm-commitment underwritten public offering of the issuer's securities pursuant to an effective registration statement under the Securities Act; or (iii) by vote or written consent of the holders of at least 75% of the then outstanding shares of redeemable convertible preferred stock (voting together as a single class on an as-converted basis) and the holders of at least 55% of the then outstanding shares of Series B (voting together as a separate class on an as-converted basis), in each case into fully paid and nonassessable shares of common stock on a 1-for-9.94688 basis.

5. The reported securities are beneficially owned by Omega Fund IV, L.P. ("Omega IV"). The reported securities may be deemed to be beneficially owned by each of Omega Fund IV GP, L.P. ("Omega IV GP"), as the general partner of Omega IV, and Omega Fund IV GP Manager, Ltd. ("Omega IV GP Manager"), as the general partner of Omega IV GP. Otello Stampacchia, Richard Lim and Anne-Mari Paster are all the shareholders and directors of Omega IV GP Manager and have shared voting and investment power over the shares held by Omega IV and, as a result, may each be deemed to beneficially own the reported securities. Otello Stampacchia is also a director of the issuer. Each of the Reporting Persons disclaims beneficial ownership of the reported securities, except to the extent of his, her or its pecuniary interest therein.

Remarks:

Exhibit List: 24-1 Power of Attorney 24-2 Power of Attorney

	/s/ Anne-Mari Paster, Signature of Anne-Mari Paster as an authorized signatory of each Reporting Person	07/19/2018
	** Signature of Reporting Person	Date
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