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* Atlas Venture Fund X, L.P. (Last) (First) (Middle) 400 TECHNOLOGY SQUARE, 10TH FLOOR (Street) CAMBRIDGE MA 02139 (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 A Convertible Preferred Stock	(1)	(1)	Common Stock	3,439,839	(1)	D(2)
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	1,013,547	(1)	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) 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* Atlas Venture Associates X, LLC (Last) (First) (Middle) 400 TECHNOLOGY SQUARE, 10TH FLOOR (Street) CAMBRIDGE MA 02139 (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* ATLAS VENTURE ASSOCIATES X, L.P. (Last) (First) (Middle) 400 TECHNOLOGY SQUARE, 10TH FLOOR (Street) CAMBRIDGE MA 02139 (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. At any time at the holder's election or automatically upon the completion of the Issuer's initial public offering, each share of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock is convertible into shares of the Issuer's common stock on a 1-for-9.94688 basis without payment of consideration. The Series A Convertible Preferred Stock and Series B Convertible Preferred Stock have 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.

	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	07/19/2018
	Atlas Venture Associates X, LP, By: Atlas Venture Associates X, LLC, it's general partner, By: Ommer Chohan, Chief Financial Officer, /s/ Ommer Chohan	07/19/2018
	Atlas Venture Associates X, LLC, By: Ommer Chohan, Chief Financial Officer, /s/ Ommer Chohan	07/19/2018
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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