3//SEC Filing
Omega Fund IV, L.P. 3
Accession 0000899243-18-020213
CIK 0001737953other
Filed
Jul 18, 8:00 PM ET
Accepted
Jul 19, 7:14 PM ET
Size
24.6 KB
Accession
0000899243-18-020213
Insider Transaction Report
Form 3
Omega Fund IV, L.P.
10% Owner
Holdings
Series Seed Warrants (right to buy)
Exercise: $10.00→ Series Seed Preferred Stock (25,000 underlying)Series A Convertible Preferred Stock
→ Common Stock (259,366 underlying)Series Seed Preferred Stock
→ Common Stock (100,000 underlying)Series B Convertible Preferred Stock
→ Common Stock (101,896 underlying)
Omega Fund IV GP, L.P.
10% Owner
Holdings
Series A Convertible Preferred Stock
→ Common Stock (259,366 underlying)Series Seed Preferred Stock
→ Common Stock (100,000 underlying)Series Seed Warrants (right to buy)
Exercise: $10.00→ Series Seed Preferred Stock (25,000 underlying)Series B Convertible Preferred Stock
→ Common Stock (101,896 underlying)
Paster Anne-Mari
10% Owner
Holdings
Series Seed Preferred Stock
→ Common Stock (100,000 underlying)Series A Convertible Preferred Stock
→ Common Stock (259,366 underlying)Series Seed Warrants (right to buy)
Exercise: $10.00→ Series Seed Preferred Stock (25,000 underlying)Series B Convertible Preferred Stock
→ Common Stock (101,896 underlying)
Stampacchia Otello
Director10% Owner
Holdings
Series B Convertible Preferred Stock
→ Common Stock (101,896 underlying)Series Seed Warrants (right to buy)
Exercise: $10.00→ Series Seed Preferred Stock (25,000 underlying)Series Seed Preferred Stock
→ Common Stock (100,000 underlying)Series A Convertible Preferred Stock
→ Common Stock (259,366 underlying)
Lim Richard J.
10% Owner
Holdings
Series A Convertible Preferred Stock
→ Common Stock (259,366 underlying)Series B Convertible Preferred Stock
→ Common Stock (101,896 underlying)Series Seed Preferred Stock
→ Common Stock (100,000 underlying)Series Seed Warrants (right to buy)
Exercise: $10.00→ Series Seed Preferred Stock (25,000 underlying)
Omega Fund IV G.P. Manager, Ltd.
10% Owner
Holdings
Series Seed Warrants (right to buy)
Exercise: $10.00→ Series Seed Preferred Stock (25,000 underlying)Series B Convertible Preferred Stock
→ Common Stock (101,896 underlying)Series Seed Preferred Stock
→ Common Stock (100,000 underlying)Series A Convertible Preferred Stock
→ Common Stock (259,366 underlying)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
Issuer
Replimune Group, Inc.
CIK 0001737953
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001528382
Filing Metadata
- Form type
- 3
- Filed
- Jul 18, 8:00 PM ET
- Accepted
- Jul 19, 7:14 PM ET
- Size
- 24.6 KB