Replimune Group, Inc. — Major Shareholding Notification 2020

Feb 14, 2020

SC 13G/A 1 tm207720-21_sc13ga.htm SCHEDULE 13G/A

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)
Replimune
Group, Inc.
(Name of Issuer)

Common Stock, $0.001 par value
(Title of Class of Securities)

76029N106
(CUSIP Number)

December 31, 2019
(Date of Event Which Requires Filing
of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

þ Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

CUSIP No . 76029N106

| 1 | Name
of Reporting Person Redmile
Group, LLC |
| --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC
Use Only |
| 4 | Citizenship
or Place of Organization Delaware |

| number
of shares beneficially owned by each reporting person with | Sole
Voting Power 0 |
| --- | --- |
| 6 | Shared
Voting Power 3,621,635 (1) |
| 7 | S ole
Dispositive Power 0 |
| 8 | Shared
Dispositive Power 3,621,635 (1) |

| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 3,621,635 (1) |
| --- | --- |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11 | Percent
of Class Represented by Amount in Row (9) 9.9 % (2) |
| 12 | Type
of Reporting Person (See Instructions) IA,
OO |

Field: Rule-Page

Field: /Rule-Page

(1) Redmile Group, LLC’s beneficial ownership of the Issuer’s common stock (“Common Stock”) is comprised of 2,766,407 shares of Common Stock owned by certain private investment vehicles and/or separately managed accounts managed by Redmile Group, LLC, which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles and/or separately managed accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Subject to the Beneficial Ownership Blocker (as defined below), Redmile Group, LLC may also be deemed to beneficially own 2,200,000 shares of Common Stock issuable upon exercise of certain Warrants to Purchase Common Stock (the “Warrants”). Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, to the extent that, after giving effect to the attempted exercise set forth in a notice of exercise, such holder, together with such holder’s affiliates and any other person whose beneficial ownership of Common Stock would be aggregated with such holder’s for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable regulations of the Securities and Exchange Commission (the “SEC”), including any “group” of which such holder is a member, would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation (the “Beneficial Ownership Blocker”). The “Beneficial Ownership Limitation” is 9.99% of the shares of Common Stock then issued and outstanding, which percentage may be changed at a holder’s election upon 61 days’ notice to the Issuer. The 3,621,635 shares of Common Stock reported as beneficially owned by Redmile Group, LLC in this Schedule 13G represents 9.99% of the outstanding shares of Common Stock (calculated in accordance with footnote (2) below).

(2) Percentage based on: (i) 35,397,377 shares of Common Stock outstanding after the Issuer’s public offering on November 14, 2019, as disclosed in the Issuer’s final prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act, as amended, on November 18, 2019 (the “Final Prospectus Supplement”), plus (ii) 855,228 shares of Common Stock issuable upon exercise of certain of the Warrants, which, due to the Beneficial Ownership Limitation, is the maximum number of shares that could be issued upon exercise of the Warrants after the Issuer’s public offering on November 14, 2019.

Field: Page; Sequence: 2

Field: /Page

CUSIP No. 76029N106

| 1 | Name
of Reporting Person Jeremy
C. Green |
| --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC
Use Only |
| 4 | Citizenship
or Place of Organization United
Kingdom |

| number
of shares beneficially owned by each reporting person with | Sole
Voting Power 0 |
| --- | --- |
| 6 | Shared
Voting Power 3,621,635 (3) |
| 7 | S ole
Dispositive Power 0 |
| 8 | Shared
Dispositive Power 3,621,635 (3) |

| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 3,621,635 (3) |
| --- | --- |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11 | Percent
of Class Represented by Amount in Row (9) 9.9 % (4) |
| 12 | Type
of Reporting Person (See Instructions) IN,
HC |

Field: Rule-Page

Field: /Rule-Page

(3) Jeremy C. Green’s beneficial ownership of Common Stock is comprised of 2,766,407 shares of Common Stock owned by certain private investment vehicles and/or separately managed accounts managed by Redmile Group, LLC, which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles and/or separately managed accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Subject to the Beneficial Ownership Blocker, Mr. Green may also be deemed to beneficially own 2,200,000 shares of Common Stock issuable upon exercise of the Warrants. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, if the Beneficial Ownership Blocker applies. The 3,621,635 shares of Common Stock reported as beneficially owned by Redmile Group, LLC in this Schedule 13G represents 9.99% of the outstanding shares of Common Stock (calculated in accordance with footnote (4) below).

(4) Percentage based on: (i) 35,397,377 shares of Common Stock outstanding after the Issuer’s public offering on November 14, 2019, as disclosed in the Final Prospectus Supplement, plus (ii) 855,228 shares of Common Stock issuable upon exercise of certain of the Warrants, which, due to the Beneficial Ownership Limitation, is the maximum number of shares that could be issued upon exercise of the Warrants after the Issuer’s public offering on November 14, 2019.

Field: Page; Sequence: 3

Field: /Page

Item 1.

(a) Name of Issuer

Replimune Group, Inc.

(b) Address of Issuer’s Principal Executive Offices

500 Unicorn Park

Woburn, MA 01801

Item 2.

(a) Names of Persons Filing

Redmile Group, LLC Jeremy C. Green

(b) Address of Principal Business office or, if None, Residence

Redmile Group, LLC One Letterman Drive Building D, Suite D3-300 The Presidio of San Francisco San Francisco, California 94129

Jeremy C. Green c/o Redmile Group, LLC One Letterman Drive Building D, Suite D3-300 The Presidio of San Francisco San Francisco, California 94129

(c) Citizenship

Redmile Group, LLC: Delaware Jeremy C. Green: United Kingdom

(d) Title of Class of Securities

Common Stock, $0.001 par value

(e) CUSIP Number

76029N106

Field: Page; Sequence: 4

Field: /Page

ITEM 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e) x An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f) ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4. Ownership.

(a) Amount beneficially owned:

Redmile Group, LLC – 3,621,635 Jeremy C. Green – 3,621,635

(b) Percent of class:

Redmile Group, LLC – 9.9% Jeremy C. Green – 9.9%

(c) Number of shares as to which Redmile Group, LLC has:

(i) Sole power to vote or to direct the vote:

0

(ii) Shared power to vote or to direct the vote:

3,621,635*

(iii) Sole power to dispose or to direct the disposition of:

0

(iv) Shared power to dispose or to direct the disposition of:

3,621,635*

Field: Page; Sequence: 5

Field: /Page

Number of shares as to which Jeremy C. Green has:

(i) Sole power to vote or to direct the vote:

0

(ii) Shared power to vote or to direct the vote:

3,621,635*

(iii) Sole power to dispose or to direct the disposition of:

0

(iv) Shared power to dispose or to direct the disposition of:

3,621,635*

• Redmile Group, LLC’s and Jeremy C. Green’s beneficial ownership of the Issuer’s Common Stock is comprised of 2,766,407 shares of Common Stock owned by certain private investment vehicles and/or separately managed accounts managed by Redmile Group, LLC, which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles and/or separately managed accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Subject to the Beneficial Ownership Blocker, Redmile Group, LLC and Mr. Green may also be deemed to beneficially own 2,200,000 shares of Common Stock issuable upon exercise of the Warrants.

** Percentage based on: (i) 35,397,377 shares of Common Stock outstanding after the Issuer’s public offering on November 14, 2019, as disclosed in the Final Prospectus Supplement, plus (ii) 855,228 shares of Common Stock issuable upon exercise of certain of the Warrants, which, due to the Beneficial Ownership Limitation, is the maximum number of shares that could be issued upon exercise of the Warrants after the Issuer’s public offering on November 14, 2019.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

N/A.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

See Exhibit A attached hereto.

Item 8. Identification and Classification of Members of the Group.

N/A

Item 9. Notice of Dissolution of Group.

N/A

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Field: Page; Sequence: 6

Field: /Page

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2020
Redmile
Group, LLC
By:	/s/
Jeremy C. Green
	Name:
Jeremy C. Green Title:
Managing Member

| /s/
Jeremy C. Green |
| --- |
| Jeremy
C. Green |

Field: Page; Sequence: 7

Field: /Page

Exhibit A

Redmile Group, LLC is the relevant entity for which Jeremy C. Green may be considered a control person.

Field: Page; Sequence: 8; Options: Last

Field: /Page