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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Repare Therapeutics Inc. [ RPTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/29/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Shares | 01/29/2021 | J(1) | 263,278 | D | $0.00 | 2,114,947 | I | See Footnote(2) | ||
Common Shares | 01/29/2021 | J(3) | 56,868 | A | $0.00 | 56,868 | I | See Footnote(4) | ||
Common Shares | 01/29/2021 | J(5) | 7,919 | D | $0.00 | 63,619 | I | See Footnote(6) | ||
Common Shares | 01/29/2021 | J(7) | 1,711 | A | $0.00 | 58,579 | I | See Footnote(4) | ||
Common Shares | 01/29/2021 | J(8) | 8,766 | D | $0.00 | 70,422 | I | See Footnote(9) | ||
Common Shares | 01/29/2021 | J(10) | 1,893 | A | $0.00 | 60,472 | I | See Footnote(4) | ||
Common Shares | 01/29/2021 | J(11) | 60,472 | D | $0.00 | 0 | I | See Footnote(4) | ||
Common Shares | 01/29/2021 | J(12) | 20,037 | D | $0.00 | 160,958 | I | See Footnote(13) | ||
Common Shares | 01/29/2021 | J(14) | 4,328 | A | $0.00 | 4,328 | I | See Footnote(15) | ||
Common Shares | 01/29/2021 | J(16) | 4,328 | D | $0.00 | 0 | I | See Footnote(15) | ||
Common Shares | 01/29/2021 | J(17) | 250,000 | D | $0.00 | 2,894,451 | I | See Footnote(18) | ||
Common Shares | 01/29/2021 | J(19) | 5,000 | A | $0.00 | 5,000 | I | See Footnote(20) | ||
Common Shares | 01/29/2021 | J(21) | 5,000 | D | $0.00 | 0 | I | See Footnote(20) | ||
Common Shares | 01/29/2021 | J(22) | 4,313 | A | $0.00 | 4,313 | I | See Footnote(23) | ||
Common Shares | 01/29/2021 | J(24) | 4,313 | D | $0.00 | 0 | I | See Footnote(23) | ||
Common Shares | 01/29/2021 | J(25) | 50,000 | D | $0.00 | 508,282 | D(26) | |||
Common Shares | 01/29/2021 | J(27) | 751 | A | $0.00 | 751 | I | See Footnote(28) | ||
Common Shares | 01/29/2021 | J(29) | 751 | D | $0.00 | 0 | I | See Footnote(28) | ||
Common Shares | 01/29/2021 | J(30) | 745 | A | $0.00 | 745 | I | See Footnote(31) | ||
Common Shares | 01/29/2021 | J(32) | 745 | D | $0.00 | 0 | I | See Footnote(31) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Versant Venture Capital V, L.P. ("VVC V"), to its partners, pursuant to a Rule 10b5-1 trading plan. |
2. Shares held by VVC V. Versant Ventures V, LLC ("VV V") is the sole general partner of VVC V. Jerel C. Davis, a member of the Issuer's board of directors, is a managing member of VV V and may be deemed to share voting and dispositive power over the shares held by VVC V. Each of VV V and Jerel C. Davis disclaims beneficial ownership of the shares held by VVC V, except to the extent of their respective pecuniary interests therein. Jerel C. Davis is a director of the Issuer and, accordingly files separate Section 16 reports. |
3. Represents a change in the form of ownership of VV V by virtue of the receipt of shares in the pro-rata in-kind distribution of common shares of the Issuer for no consideration by VVC V. |
4. Shares held by VV V. Jerel C. Davis, a member of the Issuer's board of directors, is a managing member of VV V and may be deemed to share voting and dispositive power over the shares held by VV V; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. Jerel C. Davis is a director of the Issuer and, accordingly files separate Section 16 reports. |
5. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Versant Affiliates Fund V, L.P. ("VAF V"), to its partners, pursuant to a Rule 10b5-1 trading plan. |
6. Shares held by VAF V. VV V is the sole general partner of VAF V. Jerel C. Davis, a member of the Issuer's board of directors, is a managing member of VV V and may be deemed to share voting and dispositive power over the shares held by VAF V. Each of VV V and Jerel C. Davis disclaims beneficial ownership of the shares held by VAF V, except to the extent of their respective pecuniary interests therein. Jerel C. Davis is a director of the Issuer and, accordingly files separate Section 16 reports. |
7. Represents a change in the form of ownership of VV V by virtue of the receipt of shares in the pro-rata in-kind distribution of common shares of the Issuer for no consideration by VAF V. |
8. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Versant Ophthalmic Affiliates Fund I, L.P. ("VOAF I"), to its partners, pursuant to a Rule 10b5-1 trading plan. |
9. Shares held by VOAF I. VV V is the sole general partner of VOAF I. Jerel C. Davis, a member of the Issuer's board of directors, is a managing member of VV V and may be deemed to share voting and dispositive power over the shares held by VOAF I. Each of VV V and Jerel C. Davis disclaims beneficial ownership of the shares held by VOAF I, except to the extent of their respective pecuniary interests therein. Jerel C. Davis is a director of the Issuer and, accordingly files separate Section 16 reports. |
10. Represents a change in the form of ownership of VV V by virtue of the receipt of shares in the pro-rata in-kind distribution of common shares of the Issuer for no consideration by VOAF I. |
11. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by VV V, to its members. |
12. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Versant Venture Capital V (Canada) LP ("VVC V (Canada)"), to its partners, pursuant to a Rule 10b5-1 trading plan. |
13. Shares held by 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). Jerel C. Davis, a member of the Issuer's board of directors, is a director of VV V (Canada) GP and may be deemed to share voting and dispositive power over the shares held by VVC V (Canada). Each of VV V (Canada), VV V (Canada) GP and Jerel C. Davis disclaims beneficial ownership of the shares held by VVC V (Canada), except to the extent of their respective pecuniary interests therein. Jerel C. Davis is a director of the Issuer and, accordingly files separate Section 16 reports. |
14. Represents a change in the form of ownership of VV V (Canada) by virtue of the receipt of shares in the pro-rata in-kind distribution of common shares of the Issuer for no consideration by VVC V (Canada). |
15. Shares held by VV V (Canada). VV V (Canada) GP is the sole general partner of VV V (Canada). Jerel C. Davis, a member of the Issuer's board of directors, is a director of VV V (Canada) GP and may be deemed to share voting and dispositive power over the shares held by VV V (Canada). Each of VV V (Canada) GP and Jerel C. Davis disclaims beneficial ownership of the shares held by VV V (Canada), except to the extent of their respective pecuniary interests therein. Jerel C. Davis is a director of the Issuer and, accordingly files separate Section 16 reports. |
16. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by VV V (Canada), to its partners. |
17. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Versant Venture Capital VI, L.P. ("VVC VI"), to its partners, pursuant to a Rule 10b5-1 trading plan. |
18. Shares held by 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. Jerel C. Davis, a member of the Issuer's board of directors, is a managing member of VV VI GP and may be deemed to share voting and dispositive power over the shares held by VVC VI. Each of VV VI GP, VV VI and Jerel C. Davis disclaims beneficial ownership of the shares held by VVC VI, except to the extent of their respective pecuniary interests therein. Jerel C. Davis is a director of the Issuer and, accordingly files separate Section 16 reports. |
19. Represents a change in the form of ownership of VV VI by virtue of the receipt of shares in the pro-rata in-kind distribution of common shares of the Issuer for no consideration by VVC VI. |
20. Shares held by VV VI. VV VI GP is the sole general partner of VV VI. Jerel C. Davis, a member of the Issuer's board of directors, is a managing member of VV VI GP and may be deemed to share voting and dispositive power over the shares held by VV VI. Each of VV VI GP and Jerel C. Davis disclaims beneficial ownership of the shares held by VV VI, except to the extent of their respective pecuniary interests therein. Jerel C. Davis is a director of the Issuer and, accordingly files separate Section 16 reports. |
21. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by VV VI, to its partners. |
22. Represents a change in the form of ownership of VV VI GP by virtue of the receipt of shares in the pro-rata in-kind distribution of common shares of the Issuer for no consideration by VV VI. |
23. Shares held by VV VI GP. Jerel C. Davis, a member of the Issuer's board of directors, is a managing member of VV VI GP and may be deemed to share voting and dispositive power over the shares held by VV VI GP; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. Jerel C. Davis is a director of the Issuer and, accordingly files separate Section 16 reports. |
24. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by VV VI GP, to its members. |
25. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Versant Vantage I, L.P. ("VV I"), to its partners, pursuant to a Rule 10b5-1 trading plan. |
26. Shares held by 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. Jerel C. Davis, a member of the Issuer's board of directors, is a managing member of VV I GP-GP and may be deemed to share voting and dispositive power over the shares held by VV I. Each of VV I GP-GP, VV I GP and Jerel C. Davis disclaims beneficial ownership of the shares held by VV I, except to the extent of their respective pecuniary interests therein. Jerel C. Davis is a director of the Issuer and, accordingly files separate Section 16 reports. |
27. Represents a change in the form of ownership of VV I GP by virtue of the receipt of shares in the pro-rata in-kind distribution of common shares of the Issuer for no consideration by VV I. |
28. Shares held by VV I GP. VV I GP-GP is the sole general partner of VV I GP. Jerel C. Davis, a member of the Issuer's board of directors, is a managing member of VV I GP-GP and may be deemed to share voting and dispositive power over the shares held by VV I GP. Each of VV I GP-GP and Jerel C. Davis disclaims beneficial ownership of the shares held by VV I GP, except to the extent of their respective pecuniary interests therein. Jerel C. Davis is a director of the Issuer and, accordingly files separate Section 16 reports. |
29. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by VV I GP, to its partners. |
30. Represents a change in the form of ownership of VV I GP-GP by virtue of the receipt of shares in the pro-rata in-kind distribution of common shares of the Issuer for no consideration by VV I GP. |
31. Shares held by VV I GP-GP. Jerel C. Davis, a member of the Issuer's board of directors, is a managing member of VV I GP-GP and may be deemed to share voting and dispositive power over the shares held by VV I GP-GP; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. Jerel C. Davis is a director of the Issuer and, accordingly files separate Section 16 reports. |
32. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by VV I GP-GP, to its members. |
Remarks: |
2 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 Ventures V, LLC, Versant Ophthalmic Affiliates Fund I, L.P., Versant Affiliates Fund V, L.P., Versant Venture Capital V (Canada) LP, Versant Venture Capital V, L.P., Versant Ventures V (Canada), L.P., Versant Ventures V GP-GP (Canada), Inc., Versant Venture Capital VI, L.P., Versant Ventures VI GP, L.P. and Versant Ventures VI GP-GP, LLC. |
/s/ Robin L. Praeger, Managing Director of Versant Vantage I GP-GP, LLC, general partner of Versant Vantage I GP, L.P., the general partner of Versant Vantage I, L.P. | 02/02/2021 | |
/s/ Robin L. Praeger, Managing Director of Versant Vantage I GP-GP, LLC, general partner of Versant Vantage I GP, L.P. | 02/02/2021 | |
/s/ Robin L. Praeger, Managing Director of Versant Vantage I GP-GP, LLC | 02/02/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |