Inozyme Pharma (INZY) Form 4 Change in insider ownership

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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X

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^*

Pivotal bioVenture Partners Fund I, L.P.

(Last) (First) (Middle)

501 SECOND STREET, SUITE 200

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Inozyme Pharma, Inc. [ INZY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	07/28/2020		C		1,403,654	A	(1)	1,403,654	I	See footnote(2)
Common Stock	07/28/2020		P		187,500	A	$16	1,591,154	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 A-2 Convertible Preferred Stock	(1)	07/28/2020		C			10,489,510	(1)	(1)	Common Stock	1,403,654	$0	0	I	See footnote(2)

1. Name and Address of Reporting Person^*

Pivotal bioVenture Partners Fund I, L.P.

(Last) (First) (Middle)

501 SECOND STREET, SUITE 200

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pivotal bioVenture Partners Fund I G.P., L.P.

(Last) (First) (Middle)

501 SECOND STREET, SUITE 200

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pivotal bioVenture Partners Fund I U.G.P., Ltd

(Last) (First) (Middle)

501 SECOND STREET, SUITE 200

(Street)

LOS ANGELES CA 94107

(City) (State) (Zip)

Explanation of Responses:

1. On July 28, 2020, the Series A-2 Convertible Preferred Stock automatically converted into Common Stock on a 7.4730-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A-2 Convertible Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.

2. The reportable securities are owned directly by Pivotal bioVenture Partners Fund I, L.P. ("Pivotal"). The general partner of Pivotal is Pivotal bioVenture Partners Fund I G.P., L.P. ("Pivotal GP"). The general partner of Pivotal GP is Pivotal bioVenture Partners Fund I U.G.P., Ltd (the "Ultimate General Partner"). Robert Hopfner, Vincent Cheung, Peter Bisgaard, and Heather Preston are the managing partners of Pivotal's investment advisor and may be deemed to have shared voting and dispositive power over the securities owned by Pivotal. Such person's disclaim beneficial ownership over such securities except to the extent of any pecuniary interest therein.

Remarks:

	/s/ Robert Hopfner - for Pivotal bioVenture Partners Fund I, L.P., as Managing Partner	07/28/2020
	/s/ Robert Hopfner - for Pivotal bioVenture Partners Fund I G.P., L.P., as Managing Partner	07/28/2020
	/s/ Robert Hopfner - for Pivotal bioVenture Partners Fund I U.G.P., Ltd, as Managing Partner	07/28/2020
	** Signature of Reporting Person	Date
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