SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Versant Ventures V, LLC

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Repare Therapeutics Inc. [ RPTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	06/23/2020		C⁽¹⁾		2,054,198	A	⁽¹⁾	2,705,660	I	See Footnote⁽²⁾
Common Shares	06/23/2020		C⁽¹⁾		156,335	A	⁽¹⁾	205,915	I	See Footnote⁽³⁾
Common Shares	06/23/2020		C⁽¹⁾		68,398	A	⁽¹⁾	90,090	I	See Footnote⁽⁴⁾
Common Shares	06/23/2020		C⁽¹⁾		61,791	A	⁽¹⁾	81,387	I	See Footnote⁽⁵⁾
Common Shares	06/23/2020		C⁽¹⁾		2,443,883	A	⁽¹⁾	2,443,883	I	See Footnote⁽⁶⁾
Common Shares	06/23/2020		C⁽¹⁾		111,361	A	⁽¹⁾	2,817,021	I	See Footnote⁽²⁾
Common Shares	06/23/2020		C⁽¹⁾		8,475	A	⁽¹⁾	214,390	I	See Footnote⁽³⁾
Common Shares	06/23/2020		C⁽¹⁾		3,708	A	⁽¹⁾	93,798	I	See Footnote⁽⁴⁾
Common Shares	06/23/2020		C⁽¹⁾		3,350	A	⁽¹⁾	84,737	I	See Footnote⁽⁵⁾
Common Shares	06/23/2020		C⁽¹⁾		875,568	A	⁽¹⁾	3,319,451	I	See Footnote⁽⁶⁾
Common Shares	06/23/2020		C⁽¹⁾		458,282	A	⁽¹⁾	458,282	I	See Footnote⁽⁷⁾
Common Shares	06/23/2020		P		150,000	A	$20	608,282	I	See Footnotes⁽⁷⁾⁽⁸⁾
Common Shares	06/23/2020		P		100,000	A	$20	3,419,451	I	See Footnotes⁽⁶⁾⁽⁹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Preferred Shares	⁽¹⁾	06/23/2020		C			2,054,198	⁽¹⁾	⁽¹⁾	Common Shares	2,054,198	⁽¹⁾	0	I	See Footnote⁽²⁾
Class A Preferred Shares	⁽¹⁾	06/23/2020		C			156,335	⁽¹⁾	⁽¹⁾	Common Shares	156,335	⁽¹⁾	0	I	See Footnote⁽³⁾
Class A Preferred Shares	⁽¹⁾	06/23/2020		C			68,398	⁽¹⁾	⁽¹⁾	Common Shares	68,398	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Class A Preferred Shares	⁽¹⁾	06/23/2020		C			61,791	⁽¹⁾	⁽¹⁾	Common Shares	61,791	⁽¹⁾	0	I	See Footnote⁽⁵⁾
Class A Preferred Shares	⁽¹⁾	06/23/2020		C			2,443,883	⁽¹⁾	⁽¹⁾	Common Shares	2,443,883	⁽¹⁾	0	I	See Footnote⁽⁶⁾
Class B Preferred Shares	⁽¹⁾	06/23/2020		C			111,361	⁽¹⁾	⁽¹⁾	Common Shares	111,361	⁽¹⁾	0	I	See Footnote⁽²⁾
Class B Preferred Shares	⁽¹⁾	06/23/2020		C			8,475	⁽¹⁾	⁽¹⁾	Common Shares	8,475	⁽¹⁾	0	I	See Footnote⁽³⁾
Class B Preferred Shares	⁽¹⁾	06/23/2020		C			3,708	⁽¹⁾	⁽¹⁾	Common Shares	3,708	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Class B Preferred Shares	⁽¹⁾	06/23/2020		C			3,350	⁽¹⁾	⁽¹⁾	Common Shares	3,350	⁽¹⁾	0	I	See Footnote⁽⁵⁾
Class B Preferred Shares	⁽¹⁾	06/23/2020		C			875,568	⁽¹⁾	⁽¹⁾	Common Shares	875,568	⁽¹⁾	0	I	See Footnote⁽⁶⁾
Class B Preferred Shares	⁽¹⁾	06/23/2020		C			458,282	⁽¹⁾	⁽¹⁾	Common Shares	458,282	⁽¹⁾	0	I	See Footnote⁽⁷⁾

1. Name and Address of Reporting Person^*

Versant Ventures V, LLC

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Versant Ophthalmic Affiliates I, L.P.

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Versant Affiliates Fund V, L.P.

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Versant Venture Capital V (Canada), LP

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Versant Ventures V GP-GP (Canada), Inc.

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Versant Venture Capital V, L.P.

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Versant Venture Capital VI, L.P.

(Last)

(First)

(Middle)

ONE SANSOME STREET, SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Versant Ventures VI GP, L.P.

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Versant Ventures VI GP-GP, LLC

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Versant Ventures V (Canada), L.P.

(Last)

(First)

(Middle)

ONE SANSOME STREET

SUITE 3630

(Street)

SAN FRANCISCO

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each Class A Preferred share and each Class B Preferred Share converted into the same number of Common Shares upon the closing of the Issuer's initial public offering and had no expiration date.

2. The securities are held by Versant Venture Capital V, L.P. ("VVC V"). Versant Ventures V, LLC ("VV V") is the sole general partner of VVC V and may be deemed to have voting and investment power over the securities held by VVC V and as a result may be deemed to have beneficial ownership over such securities. VV V disclaims beneficial ownership of the shares held by VVC V, except to the extent of its pecuniary interest therein.

3. The securities are held by Versant Venture Capital V (Canada) LP ("VVC V (Canada)"). Versant Ventures V (Canada) GP-GP, Inc. ("VV V (Canada) GP") is the sole general partner of Versant Ventures V (Canada), L.P. ("VV V (Canada)") and VV V (Canada) is the sole general partner of VVC V (Canada). By virtue of such relationships, VV V (Canada) GP and VV V (Canada) may be deemed to have voting and investment power over the securities held by VVC V (Canada) and as a result may be deemed to have beneficial ownership over such securities. Each of VV V (Canada) and VV V (Canada) GP disclaims beneficial ownership of the shares held by VVC V (Canada), except to the extent of its pecuniary interest therein.

4. The securities are held by Versant Ophthalmic Affiliates Fund I, L.P. ("VOAF I"). VV V is the sole general partner of VOAF I and may be deemed to have voting and investment power over the securities held by VOAF I and as a result may be deemed to have beneficial ownership over such securities. VV V disclaims beneficial ownership of the shares held by VOAF I, except to the extent of its pecuniary interest therein.

5. The securities are held by Versant Affiliates Fund V, L.P. ("VAF V"). VV V is the sole general partner of VAF V and may be deemed to have voting and investment power over the securities held by VAF V and as a result may be deemed to have beneficial ownership over such securities. VV V disclaims beneficial ownership of the shares held by VAF V, except to the extent of its pecuniary interest therein.

6. The securities are held by Versant Venture Capital VI, L.P. ("VVC VI"). Versant Ventures VI GP-GP, LLC ("VV VI GP") is the sole general partner of Versant Ventures VI GP, L.P. ("VV VI") and VV VI is the sole general partner of VVC VI. By virtue of such relationships, VV VI GP and VV VI may be deemed to have voting and investment power over the securities held by VVC VI and as a result may be deemed to have beneficial ownership over such securities. Each of VV VI GP and VV VI disclaims beneficial ownership of the shares held by VVC VI, except to the extent of its pecuniary interest therein.

7. The securities are held by Versant Vantage I, L.P. ("VV I"). Versant Vantage I GP-GP, LLC ("VV I GP-GP") is the sole general partner of Versant Vantage I GP, L.P. ("VV I GP") and VV I GP is the sole general partner of VV I. By virtue of such relationships, VV I GP and VV I GP-GP may be deemed to have voting and investment power over the securities held by VV I and as a result may be deemed to have beneficial ownership over such securities. Each of VV I GP-GP and VV I GP disclaims beneficial ownership of the shares held by VV I, except to the extent of its pecuniary interest therein.

8. These securities were purchased by VV I.

9. These securities were purchased by VVC VI.

Remarks:

1 of 2: Since there are 13 joint filers with this transaction and EDGAR will not allow for entry of more than 10 joint filers, this Form 4 is being filed in conjunction with a Form 4 for Versant Vantage I, LP, Versant Vantage I GP, L.P. and Versant Vantage I GP-GP, LLC.

	/s/ Robin L. Praeger, Managing Director of Versant Ventures V, LLC	06/25/2020
	/s/ Robin L. Praeger, Managing Director of Versant Ventures V, LLC, general partner of Versant Ophthalmic Affiliates Fund I, L.P.	06/25/2020
	/s/ Robin L. Praeger, Managing Director of Versant Ventures V, LLC, general partner of Versant Affiliates Fund V, L.P.	06/25/2020
	/s/ Robin L. Praeger, Director of Versant Ventures V GP-GP (Canada), Inc., general partner of Versant Ventures V (Canada) L.P., the general partner of Versant Venture Capital V (Canada) LP	06/25/2020
	/s/ Robin L. Praeger, Director of Versant Ventures V GP-GP (Canada), Inc., general partner of Versant Ventures V (Canada) L.P.	06/25/2020
	/s/ Robin L. Praeger, Director of Versant Ventures V GP-GP (Canada), Inc.	06/25/2020
	/s/ Robin L. Praeger, Managing Director of Versant Ventures VI GP-GP LLC, general partner of Versant Ventures VI GP, L.P., the general partner of Versant Venture Capital VI, L.P.	06/25/2020
	/s/ Robin L. Praeger, Managing Director of Versant Ventures VI GP-GP LLC, general partner of Versant Ventures VI GP, L.P.	06/25/2020
	/s/ Robin L. Praeger, Managing Director of Versant Ventures VI GP-GP LLC	06/25/2020
	/s/ Robin L. Praeger, Managing Director of Versant Venture Capital V, L.P.	06/25/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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