0001193125-24-036422.txt : 20240214 0001193125-24-036422.hdr.sgml : 20240214 20240214164456 ACCESSION NUMBER: 0001193125-24-036422 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240214 DATE AS OF CHANGE: 20240214 GROUP MEMBERS: ANNE-MARI PASTER GROUP MEMBERS: OMEGA FUND IV GP MANAGER, LTD. GROUP MEMBERS: OMEGA FUND IV GP, L.P. GROUP MEMBERS: OTELLO STAMPACCHIA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Replimune Group, Inc. CENTRAL INDEX KEY: 0001737953 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 822082553 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90574 FILM NUMBER: 24639617 BUSINESS ADDRESS: STREET 1: 500 UNICORN PARK CITY: WOBURN STATE: MA ZIP: 01801 BUSINESS PHONE: (781) 222-9600 MAIL ADDRESS: STREET 1: 500 UNICORN PARK CITY: WOBURN STATE: MA ZIP: 01801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Omega Fund IV, L.P. CENTRAL INDEX KEY: 0001528382 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 888 BOYLSTON ST., SUITE 1111 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-502-6538 MAIL ADDRESS: STREET 1: 888 BOYLSTON ST., SUITE 1111 CITY: BOSTON STATE: MA ZIP: 02199 SC 13G/A 1 d782161dsc13ga.htm SC 13G/A SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c)

AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

(Amendment No. 4)*

 

 

Replimune Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

76029N106

(CUSIP Number)

December 31, 2023

(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)

☐ 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).

 

 

 

CUSIP NO. 76029N106   13G   Page 2 of 9

 

 1   

 NAMES OF REPORTING PERSONS

 

 Omega Fund IV, L.P.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☒ (1)

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Cayman Islands

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 3,249,991

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 3,249,991

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 3,249,991

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 5.5% (2)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 PN

 

(1)

This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV GP Manager, Ltd. (“Omega Ltd”), Otello Stampacchia (“Stampacchia”), and Anne-Mari Paster (“Paster”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Stampacchia and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

The following percentages are based on (i) 59,059,343 shares of Common Stock outstanding as of November 3, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer on November 7, 2023 and (ii) immediately exercisable warrants to purchase 248,672 shares of Common Stock held by Omega Fund.

CUSIP NO. 76029N106   13G   Page 3 of 9

 

 1   

 NAMES OF REPORTING PERSONS

 

 Omega Fund IV GP, L.P.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☒ (1)

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Cayman Islands

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 3,249,991

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 3,249,991

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 3,249,991

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 5.5% (2)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 PN

 

(1)

This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV GP Manager, Ltd. (“Omega Ltd”), Otello Stampacchia (“Stampacchia”), and Anne-Mari Paster (“Paster”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Stampacchia and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

The following percentages are based on (i) 59,059,343 shares of Common Stock outstanding as of November 3, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer on November 7, 2023 and (ii) immediately exercisable warrants to purchase 248,672 shares of Common Stock held by Omega Fund.

CUSIP NO. 76029N106   13G   Page 4 of 9

 

 1   

 NAMES OF REPORTING PERSONS

 

 Omega Fund IV GP Manager, Ltd.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☒ (1)

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Cayman Islands

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 3,249,991

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 3,249,991

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 3,249,991

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 5.5% (2)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO

 

(1)

This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV GP Manager, Ltd. (“Omega Ltd”), Otello Stampacchia (“Stampacchia”), and Anne-Mari Paster (“Paster”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Stampacchia and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

The following percentages are based on (i) 59,059,343 shares of Common Stock outstanding as of November 3, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer on November 7, 2023 and (ii) immediately exercisable warrants to purchase 248,672 shares of Common Stock held by Omega Fund.

CUSIP NO. 76029N106   13G   Page 5 of 9

 

 1   

 NAMES OF REPORTING PERSONS

 

 Otello Stampacchia

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☒ (1)

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Italy

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 3,249,991

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 3,249,991

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 3,249,991

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 5.5% (2)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 IN

 

(1)

This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV GP Manager, Ltd. (“Omega Ltd”), Otello Stampacchia (“Stampacchia”), and Anne-Mari Paster (“Paster”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Stampacchia and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

The following percentages are based on (i) 59,059,343 shares of Common Stock outstanding as of November 3, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer on November 7, 2023 and (ii) immediately exercisable warrants to purchase 248,672 shares of Common Stock held by Omega Fund.

CUSIP NO. 76029N106   13G   Page 6 of 9

 

 1   

 NAMES OF REPORTING PERSONS

 

 Anne-Mari Paster

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☒ (1)

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 United States of America

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 3,249,991

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 3,249,991

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 3,249,991

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 5.5% (2)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 IN

 

(1)

This Schedule 13G is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV GP Manager, Ltd. (“Omega Ltd”), Otello Stampacchia (“Stampacchia”), and Anne-Mari Paster (“Paster”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Stampacchia and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

The following percentages are based on (i) 59,059,343 shares of Common Stock outstanding as of November 3, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer on November 7, 2023 and (ii) immediately exercisable warrants to purchase 248,672 shares of Common Stock held by Omega Fund.

CUSIP NO. 76029N106   13G   Page 7 of 9

 

Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock (“Common Stock”), of Replimune Group, Inc. (the “Issuer”).

 

Item 1(a)

Name of Issuer:

Replimune Group, Inc. (the “Issuer”)

 

Item 1(b)

Address of Issuer’s principal executive offices:

Replimune Group, Inc.

500 Unicorn Park

Woburn, MA 01801

 

Items

2(a) Name of Reporting Persons filing:

Omega Fund IV, L.P. (“Omega Fund”)

Omega Fund IV GP, L.P. (“Omega GP”)

Omega Fund IV GP Manager, Ltd. (“Omega Ltd.”)

Otello Stampacchia (“Stampacchia”)

Anne-Mari Paster (“Paster”)

 

Item 2(b)

Address or principal business office or, if none, residence:

The address of the principal business office of Omega Fund, Omega GP, Omega Ltd, Stampacchia, and Paster, is c/o Omega Fund Management, LLC, 888 Boylston Street, Suite 1111, Boston, MA 02199.

 

Item 2(c)

Citizenship:

 

Name    Citizenship or Place of Organization

Omega Fund

   

Cayman Islands

Omega GP

   

Cayman Islands

Omega Ltd.

   

Cayman Islands

Stampacchia

   

Italy

Paster

   

United States of America

 

Item 2(d)

Title of class of securities:

Common Stock

 

Item 2(e)

CUSIP No.:

76029N106

 

Item 3

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

Not applicable.

 

Item 4

Ownership

The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2023.

 

Reporting Persons    Shares of
Common
Stock Held
Directly		      Sole
Voting
Power		      Shared
Voting
Power		      Sole
Dispositive
Power		      Shared
Dispositive
Power		      Beneficial
Ownership		      Percentage
of Class
(1)		  

Omega Fund(2)(3)

      3,249,991        0        3,249,991        0        3,249,991        3,249,991        5.5 % 

Omega GP(2)(3)

      0        0        3,249,991        0        3,249,991        3,249,991        5.5 % 

Omega Ltd(2)(3)

      0        0        3,249,991        0        3,249,991        3,249,991        5.5 % 

Stampacchia(2)(3)

      0        0        3,249,991        0        3,249,991        3,249,991        5.5 % 

Paster(2)(3)

      0        0        3,249,991        0        3,249,991        3,249,991        5.5 % 

 

(1)

The following percentages are based on (i) 59,059,343 shares of Common Stock outstanding as of November 3, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer on November 7, 2023 and (ii) immediately exercisable warrants to purchase 248,672 shares of Common Stock held by Omega Fund.

CUSIP NO. 76029N106   13G   Page 8 of 9

 

(2)

Omega Fund owns (i) 3,001,319 shares of Common Stock and (ii) immediately exercisable warrants to purchase 248,672 shares of Common Stock. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, and each of Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Omega Fund. Stampacchia and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund.

(3)

The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

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 five percent of the class of securities, check the following: ☐

 

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 or Control Person

Not applicable.

 

Item 8

Identification and Classification of Members of the Group

Not applicable.

 

Item 9

Notice of Dissolution of Group

Not applicable.

 

Item 10

Certifications

Not applicable.

CUSIP NO. 76029N106   13G   Page 9 of 9

 

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.

Dated: February 14, 2024

 

OMEGA FUND IV, L.P.
BY:   Omega Fund IV GP, L.P.
ITS:   GENERAL PARTNER
BY:   Omega Fund IV GP Manager, Ltd.
ITS:   GENERAL PARTNER
By:  

/s/ Otello Stampacchia

  Director
OMEGA FUND IV GP, L.P.
BY:   Omega Fund IV GP Manager, Ltd.
ITS:   GENERAL PARTNER
By:  

/s/ Otello Stampacchia

  Director
OMEGA FUND IV GP MANAGER, LTD.
By:   /s/ Otello Stampacchia
  Director

/s/ Otello Stampacchia

Otello Stampacchia

/s/ * Otello Stampacchia, as Attorney-in-Fact

Anne-Mari Paster