SC 13G/A: Replimune Group, Inc.

AI Summary

SC 13G/A filing by Replimune Group, Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 7602

Filing Documents

• d787301dsc13ga.htm (SC 13G/A) — 50KB
• 0001193125-24-035048.txt ( ) — 52KB

From the Filing

SC 13G/A 1 d787301dsc13ga.htm SC 13G/A SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Replimune Group, Inc. (Name of Issuer) Common Stock, par value $0.001 (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: 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 persons 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 13G Page 2 of 6 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Forbion Capital Fund III Coöperatief U.A. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)(b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 5,191,621* 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 5,191,621* 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,191,621* 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.7% (1) 12. TYPE OF REPORTING PERSON OO * Includes 76,500 shares of common stock issuable upon exercise of options and 248,672 shares of common stock issuable upon exercise of warrants to purchase shares of common stock. 1 This percentage is calculated based upon (i) 59,059,343 outstanding shares of Common Stock of the Issuer, as reported in the Issuers quarterly report in Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2023, plus (ii) an aggregate of 325,172 shares of common stock underlying options and warrants held by the Reporting Persons. CUSIP No. 76029N106 13G Page 3 of 6 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Forbion III Management B.V. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)(b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 5,191,621* 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 5,191,621* 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,191,621 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.7% (2) 12. TYPE OF REPORTING PERSON OO * Includes 76,500 shares of common stock issuable upon exercise of options and 248,672 shares of common stock issuable upon exercise of warrants to purchase shares of common stock. 2 This percentage is calculated based upon (i) 59,059,343 outstanding shares of Common Stock of the Issuer, as reported in the Issuers quarterly report in Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2023, plus (ii) an aggregate of 325,172 shares of common stock underlying options and warrants held by the Reporting Persons. Item1(a). Name of Issuer: Replimune Group, Inc. Item1(b). Address of Issuers Principal Executive Offices: 500 Unicorn Park Drive, Suite 303, Woburn, MA 01801 Item2(a). Name of Person Filing: This Statement is being filed by Forbion Capital Fund III Coöperatief U.A. (Forbion III COOP), and Forbion III Management B.V. (Forbion III), the director of Forbion III COOP. Forbion III COOP and Forbion III are sometimes referred to collectively herein as the Reporting Persons. Item2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business and principal office of each of the Reporting Persons is c/o Forbion Capital Partners, Gooimeer 2-35, 1411 DC Naarden, The Netherlands. Item2(c). Citizenship: Forbion Capital Fund III Coöperatief U.A. The Netherlands Forbion III Management B.V. The Netherlands Item2(d). Title of Class of Securities: Common Stock, par value $0.001 per share Item2(e). CUSIP Number: 76029N106 Item3. Not applicable. Item4. Ownership. Forbion III COOP is the beneficial owner of 5,191,621 shares of Common Stock, consisting of (i) 4,866,449 shares of co