FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Esposito Pamela
2. Issuer Name and Ticker or Trading Symbol

Replimune Group, Inc. [ REPL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Business Officer
(Last)          (First)          (Middle)

C/O REPLIMUNE GROUP, INC.,, 500 UNICORN PARK
3. Date of Earliest Transaction (MM/DD/YYYY)

8/31/2020
(Street)

WOBURN, MA 01801
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Stock 8/31/2020  M  5000 A$1.01 117700 D  
Common Stock 8/31/2020  S(1)  5000 D$27.05 (2)112700 (3)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy) $1.01 8/31/2020  M     5000   (4)11/1/2025 Common Stock 5000 $0 144203 D  

Explanation of Responses:
(1) The sales reported on this Form 4 were made by the reporting person pursuant to a trading plan adopted on June 15, 2020 that is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.
(2) The price reported reflects a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.00 to $27.18.
(3) Following the sales reported on this Form 4, the reporting person continues to beneficially own 112,700 shares of the Issuer's common stock. The reporting person also holds options to acquire an aggregate of 593,146 shares of the Issuer's common stock, 394,440 of which are exercisable as of the date hereof.
(4) The reporting person was granted an option to purchase 149,203 shares of the Issuer's common stock on November 1, 2015. All of the shares underlying the stock option have vested and are exercisable as of the date hereof.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Esposito Pamela
C/O REPLIMUNE GROUP, INC.,
500 UNICORN PARK
WOBURN, MA 01801


Chief Business Officer

Signatures
/s/ Jean Franchi, attorney-in-fact9/1/2020
**Signature of Reporting PersonDate

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