Sec Form 13G Filing - Omega Fund IV L.P. filing for REPLIMUNE GROUP INC (REPL) - 2024-02-14

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.

 NAMES OF REPORTING PERSONS

 Omega Fund IV, L.P.

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

 (a) ☐  (b) ☒ (1)

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 3,249,991

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 3,249,991

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 3,249,991

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

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 5.5% (2)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 PN

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.

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.

 NAMES OF REPORTING PERSONS

 Omega Fund IV GP, L.P.

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

 (a) ☐  (b) ☒ (1)

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 3,249,991

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 3,249,991

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 3,249,991

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

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 5.5% (2)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 PN

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 ben eficially 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.

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.

 NAMES OF REPORTING PERSONS

 Omega Fund IV GP Manager, Ltd.

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

 (a) ☐  (b) ☒ (1)

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 3,249,991

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 3,249,991

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 3,249,991

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

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 5.5% (2)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 OO

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.

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.

 NAMES OF REPORTING PERSONS

 Otello Stampacchia

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

 (a) ☐  (b) ☒ (1)

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Italy

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 3,249,991

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 3,249,991

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 3,249,991

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

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 5.5% (2)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 IN

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.

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.

 NAMES OF REPORTING PERSONS

 Anne-Mari Paster

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

 (a) ☐  (b) ☒ (1)

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States of America

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 3,249,991

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 3,249,991

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 3,249,991

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

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 5.5% (2)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 IN

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.

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.

Name of Issuer:

Address of Issuer’s principal executive offices:

2(a) Name of Reporting Persons filing:

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

Citizenship:

Omega Fund

Cayman Islands

Omega GP

Cayman Islands

Omega Ltd.

Cayman Islands

Stampacchia

Italy

Paster

United States of America

Title of class of securities:

CUSIP No.:

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:

Ownership

Omega Fund(2)(3)

Omega GP(2)(3)

Omega Ltd(2)(3)

Stampacchia(2)(3)

Paster(2)(3)

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.

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.

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.

Ownership of Five Percent or Less of a Class

Ownership of More than Five Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certifications

/s/ Otello Stampacchia

/s/ Otello Stampacchia

/s/ Otello Stampacchia

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