Sec Form 13G Filing - Redmile Group LLC filing for Replimune Group Inc. (REPL) - 2024-02-14

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 7)

 

Replimune Group, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(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:

 

	x	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 the disclosures provided in a prior cover page.

 

The information required in 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

1	Name of Reporting Person   Redmile Group, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions) (A) ¨ (B) ¨
3	SEC Use Only
4	Citizenship or Place of Organization   Delaware

number of shares beneficially owned by each reporting person with	5	Sole Voting Power   0
	6	Shared Voting Power   4,604,483 (1)
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   4,604,483 (1)

9< /font>	Aggregate Amount Beneficially Owned by Each Reporting Person   4,604,483 (1)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11	Percent of Class Represented by Amount in Row (9)   7.4%(2)
12	Type of Reporting Person (See Instructions)   IA, OO

⁽¹⁾ Redmile Group, LLC’s beneficial ownership of the Issuer’s common stock (“Common Stock”) is comprised of (a) 3,865,258 shares of Common Stock, and (b) 739,225 shares of Common Stock issuable upon exercise of certain Warrants to Purchase Common Stock (the “Warrants”), in each case, which are owned by certain private investment vehicles and/or sub-advised accounts managed by Redmile Group, LLC (collectively, the “Redmile Funds”). The Common Stock and Warrants may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Funds. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these securities, except to the extent of its or his pecuniary interest in such securities, if any.

⁽²⁾ Percentage based on the sum of (a) 59,059,343 shares of Common Stock outstanding as of November 3, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 filed with the SEC on November 7, 2023 (the “Form 10-Q”), plus (b) 739,225 shares of Common Stock issuable upon exercise of certain of the Warrants, plus (c) 2,279,967 shares of Common Stock issued to the Redmile Funds upon exercise of certain additional Warrants during the period after November 3, 2023 to December 31, 2023.

 

 

CUSIP No. 76029N106

1	Name of Reporting Person   Jeremy C. Green
2	Check the Appropriate Box if a Member of a Group (See Instructions) (A)¨ (B)¨
3	SEC Use Only
4	Citizenship or Place of Organization   United Kingdom

number of shares beneficially owned by each reporting person with	5	Sole Voting Power   0
	6	Shared Voting Power   4,604,483 (3)
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   4,604,483 (3)

9	Aggregate Amount Beneficially Owned by Each Reporting Person   4,604,483 (3)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11	Percent of Class Represented by Amount in Row (9)   7.4%(4)
12	Type of Reporting Person (See Instructions)   IN, HC

⁽³⁾ Jeremy C. Green’s beneficial ownership of Common Stock is comprised of (a) 3,865,258 shares of Common Stock, and (b) 739,225 shares of Common Stock issuable upon exercise of the Warrants, in each case, which are owned by the Redmile Funds. The Common Stock and Warrants may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Funds. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these securities, except to the extent of its or his pecuniary interest in such securities, if any.

⁽⁴⁾ Percentage based on the sum of (a) 59,059,343 shares of Common Stock outstanding as of November 3, 2023, as reported in the Form 10-Q, plus (b) 739,225 shares of Common Stock issuable upon exercise of certain of the Warrants, plus (c) 2,279,967 shares of Common Stock issued to the Redmile Funds upon exercise of certain additional Warrants during the period after November 3, 2023 to December 31, 2023.

 

 

Item 1.

 

	(a)	Name of Issuer
		Replimune Group, Inc.
	(b)	Address of Issuer’s Principal Executive Offices
		500 Unicorn Park, Suite 303
		Woburn, MA 01801

 

Item 2.

 

	(a)	Names of Persons Filing
		Redmile Group, LLC Jeremy C. Green
	(b)	Address of Principal Business office or, if None, Residence
		Redmile Group, LLC One Letterman Drive Building D, Suite D3-300 The Presidio of San Francisco San Francisco, California 94129
		Jeremy C. Green c/o Redmile Group, LLC (NY Office) 45 W. 27th Street, Floor 11 New York, NY 10001

 

(c)	Citizenship
		Redmile Group, LLC: Delaware Jeremy C. Green: United Kingdom
(d)	Title of Class of Securities
		Common Stock, $0.001 par value
(e)	CUSIP Number
		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 filing is a:

 

(a)

¨

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

¨

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

¨

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

¨

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

 

(e)

x

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 

(f)

¨

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

(g)

x

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

¨

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

¨

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

¨

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

 

(k)

¨

Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________

 

Item 4.

Ownership.

 

	(a)	Amount beneficially owned:
		Redmile Group, LLC – 4,604,483* Jeremy C. Green – 4,604,483*
	(b)	Percent of class:
		Redmile Group, LLC – 7.4%** Jeremy C. Green – 7.4%**
	(c)	Number of shares as to which Redmile Group, LLC has:

 

(i)

Sole power to vote or to direct the vote:

 

0

 

(ii)

Shared power to vote or to direct the vote:

 

4,604,483*

 

(iii)

Sole power to dispose or to direct the disposition of:

 

0

 

(iv)

Shared power to dispose or to direct the disposition of:

 

4,604,483*

 

 

Number of shares as to which Jeremy C. Green has:

 

(i)

Sole power to vote or to direct the vote:

 

0

 

(ii)

Shared power to vote or to direct the vote:

 

4,604,483*

 

(iii)

Sole power to dispose or to direct the disposition of:

 

0

 

(iv)

Shared power to dispose or to direct the disposition of:

 

4,604,483*

 

*

Redmile Group, LLC’s and Jeremy C. Green’s beneficial ownership of the Issuer’s Common Stock is comprised of (a) 3,865,258 shares of Common Stock, and (b) 739,225 shares of Common Stock issuable upon exercise of the Warrants, in each case, which are owned by the Redmile Funds. The Common Stock and Warrants may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Funds. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these securities, except to the extent of its or his pecuniary interest in such securities, if any.

 

**

Percentage based on the sum of (a) 59,059,343 shares of Common Stock outstanding as of November 3, 2023, as reported in the Form 10-Q, plus (b) 739,225 shares of Common Stock issuable upon exercise of certain of the Warrants, plus (c) 2,279,967 shares of Common Stock issued to the Redmile Funds upon exercise of certain additional Warrants during the period after November 3, 2023 to December 31, 2023.

 

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 5 percent of the class of securities, check the following ¨

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

N/A.

 

Item 7.

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

 

See the response to Item 4.

 

Item 8.

Identification and Classification of Members of the Group.

 

N/A.

 

Item 9.

Notice of Dissolution of Group.

 

N/A.

 

Item 10.

Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

SIGNATURE

 

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.

 

Date: February 14, 2024

 

	Redmile Group, LLC
	By:	/s/ Jeremy C. Green
		Name: Jeremy C. Green
		Title: Managing Member
		/s/ Jeremy C. Green
		Jeremy C. Green