Parmar Kush Form 3 Homology Medicines / KUSH PARMAR 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^*

PARMAR KUSH

(Last) (First) (Middle)

C/O HOMOLOGY MEDICINES, INC.

45 WIGGINS AVENUE

(Street)

BEDFORD MD 01730

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2018

3. Issuer Name and Ticker or Trading Symbol
Homology Medicines, Inc. [ FIXX ]

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

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

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	1,330,039	I	See footnotes(1)(5)(6)

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
Series A Preferred Stock	(2)	(2)	Common Stock	4,204,502	(2)	I	See footnotes(3)(5)(6)
Series B Preferred Stock	(2)	(2)	Common Stock	1,187,535	(2)	I	See footnotes(4)(5)(6)

Explanation of Responses:

1. Includes 1,276,838 shares of common stock held by 5AM Ventures IV, L.P. ("Ventures IV") and 53,201 shares of common stock held by 5AM Co-Investors IV, L.P. ("Co-Investors IV").

2. The preferred stock is convertible into the Issuer's common stock on a one-for-one basis at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.

3. Includes 4,036,323 and 168,179 shares of Series A Preferred Stock held by Ventures IV and Co-Investors IV, respectively.

4. Includes 1,140,034 and 47,501 shares of Series B Preferred Stock held by Ventures IV and Co-Investors IV, respectively.

5. 5AM Partners IV, LLC ("Partners IV") is the sole general partner of Ventures IV and Co-Investors IV. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage, are the managing members of Partners IV, and have shared voting and investment power over the shares beneficially owned by Ventures IV and Co-Investors IV. Each of Partners IV, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaim beneficial ownership of such shares except to the extent of its or their recurring interest therein.

6. The Reporting Person is an affiliate of Partners IV and disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Bradford Smith, Attorney-in-Fact for Kush Parmar	03/27/2018
	** 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 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).
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