0001104659-18-046109.txt : 20180719 0001104659-18-046109.hdr.sgml : 20180719 20180719211010 ACCESSION NUMBER: 0001104659-18-046109 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180719 FILED AS OF DATE: 20180719 DATE AS OF CHANGE: 20180719 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Slootweg Hugo Alexander CENTRAL INDEX KEY: 0001744922 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38596 FILM NUMBER: 18961368 MAIL ADDRESS: STREET 1: C/O REPLIMUNE GROUP, INC. STREET 2: 18 COMMERCE WAY CITY: WOBURN STATE: MA ZIP: 01801 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Replimune Group, Inc. CENTRAL INDEX KEY: 0001737953 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 822082553 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 18 COMMERCE WAY CITY: WOBURN STATE: MA ZIP: 01801 BUSINESS PHONE: 781-995-2443 MAIL ADDRESS: STREET 1: 18 COMMERCE WAY CITY: WOBURN STATE: MA ZIP: 01801 3 1 a3.xml 3 X0206 3 2018-07-19 0 0001737953 Replimune Group, Inc. REPL 0001744922 Slootweg Hugo Alexander 18 COMMERCE WAY WOBURN MA 01801 1 0 1 0 Warrants (right to buy) Common Stock 248672 I See footnote Series Seed Convertible Preferred Stock Common Stock 994688 I See footnote Series A Convertible Preferred Stock Common Stock 2579881 I See footnote Series B Convertible Preferred Stock Common Stock 1013547 I See footnote Represents warrants to acquire shares of the Issuer's Series Seed Convertible Preferred Stock which will automatically convert into warrants to acquire shares of the Issuer's common stock immediately prior to the completion of the Issuer's initial public offering (the "IPO") on a 1-for-9.94688 basis without payment of consideration. The warrants have no expiration date. The securities are held directly by Forbion Capital Fund III Cooperatief U.A ("Forbion Coop"). Forbion III Management B.V. ("Forbion Management") is the director of Forbion Coop. The Reporting Person serves as one of the directors of Forbion Management and disclaims beneficial ownership over all shares of the Issuer for which Forbion Management may be deemed to beneficially own, except to the extent of his pecuniary interest therein, if any. At any time at the Reporting Person's election or upon the completion of the IPO, each share of Series Seed Convertible Preferred Stock, Series A Convertible Preferred Stock, and Series B Convertible Preferred Stock is convertible into shares of the Issuer's common stock on a 1-for-9.94688 basis without payment of consideration. The Series Seed Convertible Preferred Stock, Series A Convertible Preferred Stock, and Series B Convertible Preferred Stock have no expiration date. Exhibit List Exhibit 24 - Power of Attorney /s/Robert Coffin, as Attorney-in-Fact 2018-07-19 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Robert Coffin and Philip Astley-Sparke, signing singly, as his true and lawful attorney-in-fact to:

 

(1)                                 execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of Replimune Group, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of the Company;

 

(2)                                 do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or report, and timely file such form or report with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)                                 take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in his discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that no such attorneys-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Securities Exchange Act of 1934 and the rules thereunder, as amended.

 

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

[Signature Page Follows]

 


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19 day of July, 2018.

 

 

 

/s/ Sander Slootweg

 

Sander Slootweg

 

[Signature Page to Power of Attorney (Sander Slootweg)]