Q32 Bio (QTTB) Form 3 Q32 Bio / Shelia M. Violette ownership change

SEC Form 3

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^*

Violette Shelia M.

(Last) (First) (Middle)

Q32 BIO INC.

830 WINTER STREET

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/25/2024

3. Issuer Name and Ticker or Trading Symbol
Q32 Bio Inc. [ QTTB ]

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

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

5. 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 Beneficially Owned
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 Stock	36,277	I	By Violette Holdings LLC(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option (Right to Buy)	(2)	12/06/2028	Common Stock	4,361	3.13	D
Stock Option (Right to Buy)	(2)	12/06/2028	Common Stock	13,513	3.13	D
Stock Option (Right to Buy)	(3)	12/01/2030	Common Stock	38,891	7.29	D
Stock Option (Right to Buy)	(4)	03/24/2031	Common Stock	13,305	7.29	D
Stock Option (Right to Buy)	(5)	04/26/2033	Common Stock	17,506	7.5	D

Explanation of Responses:

1. Shares held by Violette Holdings LLC ("Violette Holdings"). The Reporting Person is a manager of Violette Holdings and disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that she is the beneficial owner of such shares for purposes of Section 16 of the Exchange Act or for any other purpose.

2. The shares underlying this option are fully vested and exercisable as of the date hereof.

3. The shares underlying this option vest and become exercisable in sixteen (16) equal quarterly installments following December 2, 2020, subject to the Reporting Person's continued service on each such vesting date.

4. 25% of the shares underlying this option vested and became exercisable on March 15, 2022, with the remainder vesting in twelve (12) equal quarterly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.

5. 25% of the shares underlying this option vested and became exercisable on December 17, 2022, with the remainder vesting in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Eric Bell, Attorney-in-Fact	03/27/2024
	** 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.
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