Replimune Group, Inc. — Director's Dealing 2018

Jul 20, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Replimune Group, Inc. (REPL)
CIK: 0001737953
Period of Report: 2018-07-19

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 (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Convertible Preferred Stock	$		Common Stock (2338968)		Indirect

Footnotes

F1: At any time at the holder's election or automatically upon the consummation of the Issuer's initial public offering, each share of 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 B Convertible Preferred Stock has no expiration date.

F2: Bain Capital Life Sciences Investors, LLC ("BCI LS") is the general partner of Bain Capital Life Sciences Partners, LP ("BC LS P"), which is the general partner of Bain Capital Life Sciences Fund, L.P. ("BC LS"). As a result, BC LS P may be deemed to share voting and dispositive power with respect to the securities held by BC LS. BC LS holds 213,312 shares of Series B Convertible Preferred Stock.

F3: BCIP Life Sciences Associates, LP (together with BC LS, the "Bain Life Sciences Entities"), whose general partner is Boylston Coinvestors, LLC, holds 21,834 shares of Series B Convertible Preferred Stock.

F4: The governance, investment strategy and decision-making process with respect to the investments held by the Bain Life Sciences Entities is directed by 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.