1 unchanged sentence
Rule 10b5-1 Plan Trading Arrangements
−Removed: During the three months ended June 30, 2024, each of the following officers or directors adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies on insider trading:
−Removed: Name & Title Date Adopted (1)
−Removed: Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement Expiration Date (3)
−Removed: Philip Astley-Sparke
−Removed: Executive Chairman
−Removed: 240,000 January 15, 2026
−Removed: Robert Coffin
−Removed: 480,000 December 31, 2026
−Removed: Chief Executive Officer and Director
−Removed: 25000 March 20, 2025
−Removed: (1) Date of adoption of Rule 10b5-1 trading arrangements is in accordance with both the Company’s insider trading policy and applicable SEC rules and regulations.
−Removed: (2) The first trade pursuant to the Rule 10b5-1 trading arrangement will be, in accordance with both the Company’s insider trading policy and applicable SEC rules and regulations, on a date after the date of adoption of the Rule 10b5-1 trading arrangement.
−Removed: (3) The Rule 10b5-1 trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table.
−Removed: The arrangement also provides for automatic expiration in the event of bankruptcy, insolvency, death or mental incapacity of the adopting person.
−Removed: Other than those disclosed above, none of our directors or officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” in each case as defined in Item 408 of Regulation S-K, during the three months ended June 30, 2024.
+Added: None of our directors or officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” in each case as defined in Item 408 of Regulation S-K, during the three months ended September 30, 2024.
Exhibit Incorporated by Reference
Number Exhibit Description Form Date Number
−Removed: Securities Purchase Agreement, dated June 12, 2024, by and among Replimune Group, Inc.
−Removed: and each of the investors as party thereto.
−Removed: June 13, 2024 10.1
−Removed: F orm of Re gistration Rights Agreement, dated June 14, 2024, by and among Replimune Group Inc.
−Removed: and each of the investors as party thereto.
−Removed: June 13, 2024 10.2
+Added: Inducement Stock Option Grant Agreement.
+Added: 10.2†* Form of U.K.
+Added: Inducement Restricted Stock Unit Grant Agreement.
+Added: 10.3† Executive Severance Plan for Chief-Level Executives
31.1* Certification of the Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
16 unchanged sentences
REPLIMUNE GROUP, INC.
−Removed: August 8, 2024 By:
+Added: November 12, 2024 By:
/s/ Sushil Patel
1 unchanged sentence
(Principal Executive Officer)
−Removed: August 8, 2024 By:
+Added: November 12, 2024 By:
/s/ Emily Hill
1 unchanged sentence
(Principal Financial Officer)
−Removed: August 8, 2024 By:
+Added: November 12, 2024 By:
/s/ Andrew Schwendenman
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.