Replimune Group, Inc. — Major Shareholding Notification 2020

Feb 14, 2020

SC 13G/A 1 tm207692d2_sc13ga.htm SC 13G/A

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G (Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. _ 1 ____)*

Replimune Group, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(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:

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	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 disclosures provided in a prior cover page.

The information required on 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).

(Continued on following pages)

Page 1 of 12

Exhibit Index on Page 11

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CUSIP # 76029N106 Page 2 of 12

1 — 2	NAME OF REPORTING PERSONS Foresite Capital Fund III, L.P. (“FCF III”) — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)	¨	(b)	x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 313,922 shares, except that Foresite Capital Management
III, LLC (“FCM III”), the general partner of FCF III, may be deemed to have sole power to vote these shares, and
James Tananbaum (“Tananbaum”), the managing member of FCM III, may be deemed to have sole power to vote these
shares. |
| --- | --- |
| 6 | SHARED VOTING POWER See response to row 5. |
| 7 | SOLE DISPOSITIVE POWER 313,922 shares, except that FCM III, the general partner
of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may
be deemed to have sole power to dispose of these shares. |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	313,922
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.8%
12	TYPE OF REPORTING PERSON	PN

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CUSIP # 76029N106 Page 3 of 12

1 — 2	NAME OF REPORTING PERSONS Foresite Capital Management III, LLC (“FCM III”) — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)	¨	(b)	x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 313,922 shares, all of which are directly owned by FCF
III. FCM III, the general partner of FCF III, may be deemed to have sole power to vote these shares, and Tananbaum, the
managing member of FCM III, may be deemed to have sole power to vote these shares. |
| --- | --- |
| 6 | SHARED VOTING POWER See response to row 5. |
| 7 | SOLE DISPOSITIVE POWER 313,922 shares, all of which are directly owned by FCF
III. FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the
managing member of FCM III, may be deemed to have sole power to dispose of these shares. |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	313,922
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.8%*
12	TYPE OF REPORTING PERSON	OO

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CUSIP # 76029N106 Page 4 of 12

1 — 2	NAME OF REPORTING PERSONS Foresite Capital Fund IV, L.P. (“FCF IV”) — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)	¨	(b)	x
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 shares.
6	SHARED VOTING POWER See response to row 5.
7	SOLE DISPOSITIVE POWER 0 shares.
8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0%
12	TYPE OF REPORTING PERSON	PN

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CUSIP # 76029N106 Page 5 of 12

1 — 2	NAME OF REPORTING PERSONS Foresite Capital Management IV, LLC (“FCM IV”) — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)	¨	(b)	x
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 shares.
6	SHARED VOTING POWER See response to row 5.
7	SOLE DISPOSITIVE POWER 0 shares.
8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0%
12	TYPE OF REPORTING PERSON	OO

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CUSIP # 76029N106 Page 6 of 12

1 — 2	NAME OF REPORTING PERSONS James Tananbaum (“Tananbaum”) — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)	¨	(b)	x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 313,922 shares, which are directly owned by FCF III. Tananbaum is the managing member of FCM III, which is the general partner of FCF III. Tananbaum may be deemed to have sole power to vote these shares.
6	SHARED VOTING POWER See response to row 5.
7	SOLE DISPOSITIVE POWER 313,922 shares, which are directly owned by FCF III. Tananbaum is the managing member of FCM III, which is the general partner of FCF III. Tananbaum may be deemed to have sole power to dispose of these shares.
8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	313,922
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.8%
12	TYPE OF REPORTING PERSON	IN

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CUSIP # 76029N106 Page 7 of 12

ITEM 1(A).	NAME OF ISSUER
	Replimune Group, Inc. (the “Issuer”)
ITEM 1(B).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
	18 Commerce Way
	Woburn, MA 01801
ITEM 2(A).	NAME OF PERSONS FILING
	This Schedule is filed by Foresite Capital Fund III, L.P., a Delaware limited partnership (“FCF III”), Foresite Capital Management III, LLC, a Delaware limited liability company (“FCM III”), Foresite Capital Fund IV, L.P., a Delaware limited partnership (“FCF IV”), Foresite Capital Management IV, LLC, a Delaware limited liability company (“FCM IV”), and James Tananbaum. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
ITEM 2(B).	ADDRESS OF PRINCIPAL OFFICE
	The address for each of the Reporting Persons is:
	c/o Foresite Capital Management
	600 Montgomery Street, Suite 4500
	San Francisco, CA 94111
ITEM 2(C).	CITIZENSHIP
	See Row 4 of cover page for each Reporting Person.
ITEM 2(D).	TITLE OF CLASS OF SECURITIES
	Common Stock, par value $0.001
ITEM 2(D)	CUSIP NUMBER
	76029N106
ITEM 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	Not applicable.
ITEM 4.	OWNERSHIP
	The following information with respect to the ownership of the
Common Stock of the Issuer by the persons filing this Statement is provided as of December 31, 2019:

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CUSIP # 76029N106 Page 8 of 12

(a)	Amount beneficially owned :
	See Row 9 of cover page for each Reporting Person.
(b)	Percent of Class :
	See Row 11 of cover page for each Reporting Person.

(c) Number of shares as to which such person has :

(i)	Sole power to vote or to direct the vote :
	See Row 5 of cover page for each Reporting Person.
(ii)	Shared power to vote or to direct the vote :
	See Row 6 of cover page for each Reporting Person.
(iii)	Sole power to dispose or to direct the disposition of :
	See Row 7 of cover page for each Reporting Person.
(iv)	Shared power to dispose or to direct the disposition of :
	See Row 8 of cover page for each Reporting Person.

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 x .
ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON .
	Not applicable
ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
	Not applicable
ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP .
	Not applicable
ITEM 9.	NOTICE OF DISSOLUTION OF GROUP .
	Not applicable

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CUSIP # 76029N106 Page 9 of 12

ITEM 10.

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.

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CUSIP # 76029N106 Page 10 of 12

SIGNATURES

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 13, 2020

FORESITE CAPITAL FUND III, L.P.
By:	FORESITE CAPITAL MANAGEMENT III, LLC
Its:	General Partner
By:	/s/ James Tananbaum
Name:	James Tananbaum
Title:	Managing Member
FORESITE CAPITAL MANAGEMENT III, LLC
By:	/s/ James Tananbaum
Name:	James Tananbaum
Title:	Managing Member
FORESITE CAPITAL FUND IV, L.P.
By:	FORESITE CAPITAL MANAGEMENT IV, LLC
Its:	General Partner
By:	/s/ James Tananbaum
Name:	James Tananbaum
Title:	Managing Member
FORESITE CAPITAL MANAGEMENT IV, LLC
By:	/s/ James Tananbaum
Name:	James Tananbaum
Title:	Managing Member
JAMES TANANBAUM
By:	/s/ James Tananbaum
Name:	James Tananbaum

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CUSIP # 76029N106 Page 11 of 12

EXHIBIT INDEX

Exhibit	Found on Sequentially Numbered Page
Exhibit A: Agreement of Joint Filing	12

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CUSIP # 76029N106 Page 12 of 12

exhibit A

Agreement of Joint Filing

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the Reporting Persons. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.

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