Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Forbion Capital Fund III Coöperatief U.A.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

The Netherlands

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 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		13G		Page 2 of 6 Pages

*	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.

This percentage is calculated based upon (i) 59,059,343 outstanding shares of Common Stock of the Issuer, as reported in the Issuer’s 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

*	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.

Item 1(a).

Name of Issuer:

Replimune Group, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

500 Unicorn Park Drive, Suite 303, Woburn, MA 01801

Item 2(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”.

Item 2(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.

Item 2(c).

Citizenship:

Forbion Capital Fund III Coöperatief U.A. – The Netherlands

Forbion III Management B.V. – The Netherlands

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.001 per share

Item 2(e).

CUSIP Number:

76029N106

Item 3.

Not applicable.

Item 4.

Ownership.

Forbion III COOP is the beneficial owner of 5,191,621 shares of Common Stock, consisting of (i) 4,866,449 shares of common stock, (ii) 76,500 shares of common stock issuable upon exercise of options beneficially owned by the Reporting Persons and (iii) 248,672 shares of common stock issuable upon exercise of warrants beneficially owned by the Reporting Persons. Forbion III, the director of Forbion III COOP, has voting and investment power over the shares held by Forbion III COOP.

(a)

Amount beneficially owned: 5,191,621

(b)

Percent of class: 8.7%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 5,191,621

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 5,191,621

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

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

Not applicable.

Item 7.

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

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

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

FORBION CAPITAL FUND III COÖPERATIEF U.A.

By: Forbion III Management B.V.

Its: Director

/s/ G.J. Mulder /s/ V. van Houten

Name: G.J. Mulder V. van Houten

Title: Directors

FORBION III MANAGEMENT B.V.

/s/ G.J. Mulder /s/ V. van Houten

Name: G.J. Mulder V. van Houten

Title: Directors

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