Booth Bruce Form 4 AVROBIO / Bruce Booth ownership change

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^*

Booth Bruce

(Last) (First) (Middle)

C/O AVROBIO, INC.

1 KENDALL SQUARE, BUILDING 300, STE 201

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AVROBIO, Inc. [ AVRO ]

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)
06/25/2018

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/25/2018		C		806,711	A	(1)	806,711	I	See Footnote(2)
Common Stock	06/25/2018		C		3,044,579	A	(3)	3,851,290	I	See Footnote(2)
Common Stock	06/25/2018		C		905,188	A	(4)	4,756,478	I	See Footnote(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series Seed Preferred Stock	(3)	06/25/2018		C			3,333,333	(5)	(5)	Common Stock	806,711(5)	$0.00	0	I	See footnote(2)
Series A Preferred Stock	(3)	06/25/2018		C			12,580,199	(5)	(5)	Common Stock	3,044,579(5)	$0.00	0	I	See footnote(2)
Series B Preferred Stock	(3)	06/25/2018		C			3,740,239	(5)	(5)	Common Stock	905,188(5)	$0.00	0	I	See footnote(2)

Explanation of Responses:

1. Represents the total number of shares of Common Stock received by Atlas Venture Fund X, L.P. ("Atlas Venture Fund X"), upon the conversion of the Issuer's Series Seed Preferred Stock in connection with the closing of the Issuer's initial public offering.

2. The shares are held directly by Atlas Venture Fund X. The general partner of Atlas Venture Fund X is Atlas Venture Associates X, L.P. ("AVA X LP"). Atlas Venture Associates X, LLC ("AVA X LLC") is the general partner of AVA X LP. Dr. Booth is a member of AVA X LLC and disclaims beneficial ownership of such securities held by Atlas Venture Fund X, except to the extent of his pecuniary interest therein, if any.

3. Represents the total number of shares of Common Stock received by Atlas Venture Fund X upon the conversion of the Issuer's Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.

4. Represents the total number of shares of Common Stock received by Atlas Venture Fund X upon the conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.

5. All series of Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 4.132-for-1 basis on June 25, 2018 and had no expiration date.

Remarks:

	/s/ Bruce Booth	06/25/2018
	** 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).
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