Replimune Group, Inc. — Director's Dealing 2018

Jul 26, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Replimune Group, Inc. (REPL)
CIK: 0001737953
Period of Report: 2018-07-24

Reporting Person: Forbion Capital Fund III Cooperatief U.A. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-24	Common Stock	C	994688	—	Acquired	994688	Indirect
2018-07-24	Common Stock	C	2579881	—	Acquired	3574569	Indirect
2018-07-24	Common Stock	C	1013547	—	Acquired	4588116	Indirect
2018-07-24	Common Stock	P	133333	$15.00	Acquired	4721449	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-07-24	Warrant (right to buy)	$	C	248672	Acquired		Common Stock (248672)	Indirect
2018-07-24	Warrant (right to buy)	$	C	248672	Disposed		Series Seed Convertible Preferred Stock (248672)	Indirect
2018-07-24	Series Seed Convertible Preferred Stock	$	C	994688	Disposed		Common Stock (994688)	Indirect
2018-07-24	Series A Convertible Preferred Stock	$	C	2579881	Disposed		Common Stock (2579881)	Indirect
2018-07-24	Series B Convertible Preferred Stock	$	C	1013547	Disposed		Common Stock (1013547)	Indirect

Footnotes

F1: In connection with the completion of the Issuer's initial public offering, each share of the Issuer's series seed convertible preferred stock, series A convertible preferred stock and series B convertible preferred stock (collectively, the "Preferred Stock") converted into shares of the Issuer's common stock on a 1-for-9.94688 basis without payment or consideration. The Preferred Stock had no expiration date.

F2: The securities are held directly by Forbion Capital Fund III Cooperatief U.A. ("Forbion Coop"). Forbion III Management B.V. ("Forbion Management") is the director of Forbion Coop and may be deemed to have voting, investment and dispositive power with respect to the shares held by Forbion Coop. Forbion Management disclaims Section 16 beneficial ownership of the shares held by Forbion Coop, except to the extent, if any, of its pecuniary interest therein.

F3: Reflects warrants to acquire shares of the Issuer's Series Seed Convertible Preferred Stock which automatically converted into warrants to acquire shares of the Issuer's common stock immediately prior to the completion of the Issuer's initial public offering on a 1-for-9.94688 basis without payment or consideration. The warrants have no expiration date. The exercise price is $1.01 per share of the Issuer's common stock.

F4: Reflects the number of shares of applicable series of preferred stock held by the Reporting Person on an as-converted to common stock basis.