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: Bain Capital Life Sciences Investors, LLC (10% Owner)
Reporting Person: Bain Capital Life Sciences Partners, LP (10% Owner)
Reporting Person: Bain Capital Life Sciences Fund, L.P. (10% Owner)
Reporting Person: BCIP Life Sciences Associates, LP (10% Owner)
Reporting Person: Schwartz Jeffrey Lawrence (10% Owner)
Reporting Person: Koppel Adam (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-24	Common Stock	C	2338968	—	Acquired	2338968	Indirect
2018-07-24	Common Stock	P	500000	$15.00	Acquired	2838968	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-07-24	Series B Convertible Preferred Stock	$	C	235146	Disposed		Common Stock (2338968)	Indirect

Footnotes

F1: Represents shares held directly by Bain Capital Life Sciences Fund, L.P. and BCIP Life Sciences Associates, LP (collectively, the "Bain Life Sciences Entities").

F2: The governance, investment strategy and decision-making process with respect to investments held by the Bain Life Sciences Entities is directed by Bain Capital Life Sciences Investors, LLC ("BCI LS"), whose managers are Jeffrey Schwartz and Adam Koppel. As a result, BCI LS, Mr. Schwartz and Dr. Koppel may each be deemed to share voting and dispositive power with respect to the securities held by the Bain Life Sciences Entities. BCI LS, Mr. Schwartz and Dr. Koppel each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

F3: Each share of Series B Convertible Preferred Stock automatically converted into shares of Common Stock on a 1-for-9.94688 basis upon the consummation of the Issuer's initial public offering without payment or additional consideration. The shares of Series B Convertible Preferred Stock had no expiration date.

F4: On July 24, 2018, the Bain Life Sciences Entities purchased, in aggregate, 500,000 shares of Common Stock of the Issuer at a price of $15 per share, pursuant to an underwritten public offering.