| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/31/2025 |
3. Issuer Name and Ticker or Trading Symbol
Repare Therapeutics Inc. [ RPTX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Shares | 25,522(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option (right to buy) | (2) | 03/09/2030 | Common Shares | 57,736 | 6.79 | D | |
| Employee Stock Option (right to buy) | (2) | 02/08/2031 | Common Shares | 21,565 | 36.91 | D | |
| Employee Stock Option (right to buy) | (3) | 01/17/2032 | Common Shares | 38,645 | 15.63 | D | |
| Employee Stock Option (right to buy) | (4) | 01/29/2033 | Common Shares | 18,600 | 12.42 | D | |
| Employee Stock Option (right to buy) | (5) | 02/28/2034 | Common Shares | 14,300 | 6.95 | D | |
| Employee Stock Option (right to buy) | (6) | 03/03/2035 | Common Shares | 26,000 | 1.17 | D | |
| Explanation of Responses: |
| 1. 14,700 Common Shares represent restricted stock unit ("RSU") grants. 3,433 RSUs will vest on January 30, 2026; 4,767 RSUs will vest in two equal installments commencing on March 1, 2026; and 6,500 RSUs will vest in three equal installments commencing on March 4, 2026, subject to Reporting Person continuing to provide service through each such date. |
| 2. Fully vested and exerciseable. |
| 3. Twenty-five percent (25%) of the shares subject to the option vested on January 18, 2023, and one thirty-sixth (1/36th) of the remaining shares subject to the option vested or will vest each month thereafter, subject to Reporting Person continuing to provide service through each such date. |
| 4. Twenty-five percent (25%) of the shares subject to the option vested on January 30, 2023, and one thirty-sixth (1/36th) of the remaining shares subject to the option vested or will vest each month thereafter, subject to Reporting Person continuing to provide service through each such date. |
| 5. Twenty-five percent (25%) of the shares subject to the option vested on March 1, 2025, and one thirty-sixth (1/36th) of the remaining shares subject to the option vested or will vest each month thereafter, subject to Reporting Person continuing to provide service through each such date. |
| 6. 13,000 shares subject to the option will vest on March 4, 2026. With respect to the remaing 13,000 shares subject to the option, twenty-five percent (25%) will vest on March 4, 2026, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter, subject to Reporting Person continuing to provide service through each such date. |
| /s/ Steve Forte, Attorney-in-Fact | 04/29/2025 | |
| ** 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 5 (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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
POWER OF ATTORNEY
(For Executing Forms 3, 4 and 5)
Know all by these presents, that the undersigned hereby constitutes and appoints each of Lloyd M. Segal and Steve Forte of Repare Therapeutics Inc. (the “Company”), signing individually, the undersigned’s true and lawful attorneys-in fact and agents to:
(1)
Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”), Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, in the undersigned’s capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company;
(2)
Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Forms 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and
(3)
Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorneyinfact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneyinfact, or such attorneyinfact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.
Date: April 4, 2025
/s/ Sandra Isabelle Barros Alves
Sandra Isabelle Barros Alves