Replimune Group, Inc. — Director's Dealing 2023

May 19, 2023

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Replimune Group, Inc. (REPL)
CIK: 0001737953
Period of Report: 2023-05-18

Reporting Person: Schwendenman Andrew (Chief Accounting Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22761	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$22.88	2030-08-24	Common Stock (50000)		Direct
Employee Stock Option (right to buy)	$31.58	2031-04-01	Common Stock (7189)		Direct
Employee Stock Option (right to buy)	$18.26	2032-04-01	Common Stock (9585)		Direct
Employee Stock Option (right to buy)	$18.26	2032-04-01	Common Stock (16295)		Direct
Employee Stock Option (right to buy)	$17.66	2033-04-01	Common Stock (9585)		Direct
Employee Stock Option (right to buy)	$17.66	2033-04-01	Common Stock (9585)		Direct

Footnotes

F1: Consists of (a) 2,791 shares of the Issuer's common stock that were issued upon the vesting and settlement of restricted stock units ("RSUs") granted to the Reporting Person, and (b) 19,970 shares of the Issuer's common stock issuable upon the vesting and settlement of RSUs. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

F2: The Reporting Person was granted (i) 4,793 RSUs on April 1, 2021, 25% of such RSUs vested and were released on each of May 15, 2022 and May 15, 2023, and the remainder will vest in two approximately equal annual installments thereafter until May 15, 2025; (ii) 6,390 RSUs on April 1, 2022, 25% of such RSUs vested and were released on May 15, 2023, and the remainder will vest in three approximately equal annual installments thereafter until May 15, 2026; (iii) 6,390 RSUs on April 1, 2023, 25% of such RSUs vest on May 15, 2024, and the remainder will vest in three approximately equal annual installments thereafter until May 15, 2027; and (iv) 6,390 RSUs on April 1, 2023, 33.3% of such RSUs vest on May 15, 2024, and the remainder will vest in two approximately equal annual installments thereafter until May 15, 2026. In each of the above cases, vesting is subject to the Reporting Person's continuous service to the Issuer.

F3: 25% of the shares underlying this stock option vested on August 24, 2021, and the remainder of the shares underlying this stock option vest in 36 approximately equal monthly installments thereafter.

F4: 25% of the shares underlying this stock option vested on April 1, 2022, and the remainder of the shares underlying this stock option vest in 36 approximately equal monthly installments thereafter.

F5: 25% of the shares underlying this stock option vested on April 1, 2023, and the remainder of the shares underlying this stock option vest in 36 approximately equal monthly installments thereafter.

F6: 33.3% of the shares underlying this stock option vested on April 1, 2023, and the remainder of the shares underlying this stock option vest in 2 approximately equal annual installments thereafter.

F7: 25% of the shares underlying this stock option vest on April 1, 2024, and the remainder of the shares underlying this stock option vest in 36 approximately equal monthly installments thereafter.

F8: 33.3% of the shares underlying this stock option vest on April 1, 2024, and the remainder of the shares underlying this stock option vest in 2 approximately equal annual installments thereafter.