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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Jerel Davis

(Last)

(First)

(Middle)

C/O REPARE THERAPEUTICS INC.

7210 FREDERICK-BANTING, SUITE 100

(Street)

ST-LAURENT

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Repare Therapeutics Inc. [ RPTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	06/23/2020		C⁽¹⁾		2,054,198	A	⁽¹⁾	2,705,660	I	See Footnote⁽²⁾
Common Shares	06/23/2020		C⁽¹⁾		156,335	A	⁽¹⁾	205,915	I	See Footnote⁽³⁾
Common Shares	06/23/2020		C⁽¹⁾		68,398	A	⁽¹⁾	90,090	I	See Footnote⁽⁴⁾
Common Shares	06/23/2020		C⁽¹⁾		61,791	A	⁽¹⁾	81,387	I	See Footnote⁽⁵⁾
Common Shares	06/23/2020		C⁽¹⁾		2,443,883	A	⁽¹⁾	2,443,883	I	See Footnote⁽⁶⁾
Common Shares	06/23/2020		C⁽¹⁾		111,361	A	⁽¹⁾	2,817,021	I	See Footnote⁽²⁾
Common Shares	06/23/2020		C⁽¹⁾		8,475	A	⁽¹⁾	214,390	I	See Footnote⁽³⁾
Common Shares	06/23/2020		C⁽¹⁾		3,708	A	⁽¹⁾	93,798	I	See Footnote⁽⁴⁾
Common Shares	06/23/2020		C⁽¹⁾		3,350	A	⁽¹⁾	84,737	I	See Footnote⁽⁵⁾
Common Shares	06/23/2020		C⁽¹⁾		875,568	A	⁽¹⁾	3,319,451	I	See Footnote⁽⁶⁾
Common Shares	06/23/2020		C⁽¹⁾		458,282	A	⁽¹⁾	458,282	I	See Footnote⁽⁷⁾
Common Shares	06/23/2020		P		150,000	A	$20	608,282	I	See Footnotes⁽⁷⁾⁽⁸⁾
Common Shares	06/23/2020		P		100,000	A	$20	3,419,451	I	See Footnotes⁽⁶⁾⁽⁹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Preferred Shares	⁽¹⁾	06/23/2020		C⁽¹⁾			2,054,198	⁽¹⁾	⁽¹⁾	Common Shares	2,054,198	⁽¹⁾	0	I	See Footnote⁽²⁾
Class A Preferred Shares	⁽¹⁾	06/23/2020		C⁽¹⁾			156,335	⁽¹⁾	⁽¹⁾	Common Shares	156,335	⁽¹⁾	0	I	See Footnote⁽³⁾
Class A Preferred Shares	⁽¹⁾	06/23/2020		C⁽¹⁾			68,398	⁽¹⁾	⁽¹⁾	Common Shares	68,398	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Class A Preferred Shares	⁽¹⁾	06/23/2020		C⁽¹⁾			61,791	⁽¹⁾	⁽¹⁾	Common Shares	61,791	⁽¹⁾	0	I	See Footnote⁽⁵⁾
Class A Preferred Shares	⁽¹⁾	06/23/2020		C⁽¹⁾			2,443,883	⁽¹⁾	⁽¹⁾	Common Shares	2,443,883	⁽¹⁾	0	I	See Footnote⁽⁶⁾
Class B Preferred Shares	⁽¹⁾	06/23/2020		C⁽¹⁾			111,361	⁽¹⁾	⁽¹⁾	Common Shares	111,361	⁽¹⁾	0	I	See Footnote⁽²⁾
Class B Preferred Shares	⁽¹⁾	06/23/2020		C⁽¹⁾			8,475	⁽¹⁾	⁽¹⁾	Common Shares	8,475	⁽¹⁾	0	I	See Footnote⁽³⁾
Class B Preferred Shares	⁽¹⁾	06/23/2020		C⁽¹⁾			3,708	⁽¹⁾	⁽¹⁾	Common Shares	3,708	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Class B Preferred Shares	⁽¹⁾	06/23/2020		C⁽¹⁾			3,350	⁽¹⁾	⁽¹⁾	Common Shares	3,350	⁽¹⁾	0	I	See Footnote⁽⁵⁾
Class B Preferred Shares	⁽¹⁾	06/23/2020		C⁽¹⁾			875,568	⁽¹⁾	⁽¹⁾	Common Shares	875,568	⁽¹⁾	0	I	See Footnote⁽⁶⁾
Class B Preferred Shares	⁽¹⁾	06/23/2020		C⁽¹⁾			458,282	⁽¹⁾	⁽¹⁾	Common Shares	458,282	⁽¹⁾	0	I	See Footnote⁽⁷⁾

Explanation of Responses:

1. Each Class A Preferred Share and each Class B Preferred Share converted into the same number of Common Shares upon the closing of the Issuer's initial public offering and had no expiration date.

2. The securities are held by Versant Venture Capital V, L.P. ("VVC V"). The Reporting Person is a managing member of the general partner of VVC V, but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.

3. The securities are held by Versant Venture Capital V (Canada) LP ("VVC V (Canada)"). The Reporting Person is a director of the ultimate general partner of VVC V (Canada), but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.

4. The securities are held by Versant Ophthalmic Affiliates Fund I, L.P. ("VOAF I"). The Reporting Person is a managing member of the general partner of VOAF I, but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.

5. The securities are held by Versant Affiliates Fund V, L.P. ("VAF V"). The Reporting Person is a managing member of the general partner of VAF V, but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.

6. The securities are held by Versant Venture Capital VI, L.P. ("VVC VI"). The Reporting Person is a managing member of the ultimate general partner of VVC VI, but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.

7. The securities are held by Versant Vantage I, L.P. ("VV I"). The Reporting Person is a managing member of the ultimate general partner of VV I, but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.

8. These securities were purchased by VV I.

9. These securities were purchased by VVC VI.

Remarks:

	/s/ Steve Forte, Attorney-in-Fact	06/25/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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