Rhodes Jason P Form 4 Generation Bio / Jason P Rhodes 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^*

Rhodes Jason P

(Last) (First) (Middle)

C/O GENERATION BIO CO.

301 BINNEY STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Generation Bio Co. [ GBIO ]

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)
09/27/2021

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	09/27/2021		S(1)		51,294	D	$25.7(2)	29,645	I	See footnote(3)
Common Stock	09/27/2021		S(1)		95	D	$25.7(2)	662	I	See footnote(4)
Common Stock	09/28/2021		S(1)		13,089	D	$25.24(5)	16,556	I	See footnote(3)
Common Stock	09/28/2021		S(1)		24	D	$25.24(5)	638	I	See footnote(4)
Common Stock	09/29/2021		S(1)		16,556	D	$24.59(6)	0	I	See footnote(3)
Common Stock	09/29/2021		S(1)		30	D	$24.59(6)	608	I	See footnote(4)
Common Stock								7,111,939	I	See footnote(7)
Common Stock								1,166,937	I	See footnote(8)

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

Explanation of Responses:

1. Shares were sold pursuant to a Rule 10b5-1 trading plan dated April 20, 2021.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.15 to $26.07 inclusive. The Reporting Persons undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (5) and (6).

3. The shares are held directly by 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. The Reporting Person is a member of AVA X LLC and disclaims Section 16 beneficial ownership of such securities held by AVA X LP, except to the extent of his pecuniary interest therein, if any.

4. The shares are held directly by Atlas Venture Associates Opportunity I, LP ("AVAO LP"). Atlas Venture Associates Opportunity I, LLC ("AVAO LLC") is the general partner of AVAO LP. The Reporting Person is a member of AVAO LLC and disclaims Section 16 beneficial ownership of such securities held by AVAO LP, except to the extent of his pecuniary interest therein, if any.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.93 to $25.79 inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.46 to $25.36 inclusive.

7. These shares are held directly by Atlas Venture Fund X, L.P. ("Atlas Venture Fund X"). The general partner of Atlas Venture Fund X is AVA X LP. AVA X LLC is the general partner of AVA X LP. The Reporting Person is a member of AVA X LLC and disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund X, except to the extend if its pecuniary interest therein, if any.

8. The shares are owned directly by Atlas Venture Opportunity Fund I, L.P. ("AVOF I"). AVAO LP is the general partner of AVOF I. AVAO LLC is the general partner of AVAO LP. The Reporting Person is a member of AVAO LLC and disclaims Section 16 beneficial ownership of such securities held by AVOF I, except to the extent of his pecuniary interest therein, if any.

Remarks:

	/s/ Ommer Chohan, Attorney-in-Fact	09/29/2021
	** 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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