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SEC FORM 3 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*
5AM Ventures IV, L.P.
(Last) (First) (Middle)
501 2ND STREET, SUITE 350
(Street)
SAN FRANCISCO CA 94107
(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)
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)
Form filed by One Reporting Person
X 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)
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)
Series B Preferred Stock (2) (2) Common Stock 1,187,535 (2) I See footnotes(4)(5)
1. Name and Address of Reporting Person*
5AM Ventures IV, L.P.
(Last) (First) (Middle)
501 2ND STREET, SUITE 350
(Street)
SAN FRANCISCO CA 94107
(City) (State) (Zip)
1. Name and Address of Reporting Person*
5AM Co-Investors IV, L.P.
(Last) (First) (Middle)
501 2ND STREET, SUITE 350
(Street)
SAN FRANCISCO CA 94107
(City) (State) (Zip)
1. Name and Address of Reporting Person*
5AM Partners IV, LLC
(Last) (First) (Middle)
501 2ND STREET, SUITE 350
(Street)
SAN FRANCISCO CA 94107
(City) (State) (Zip)
1. Name and Address of Reporting Person*
ROCKLAGE SCOTT M
(Last) (First) (Middle)
501 2ND STREET, SUITE 350
(Street)
SAN FRANCISCO CA 94107
(City) (State) (Zip)
1. Name and Address of Reporting Person*
DIEKMAN JOHN D
(Last) (First) (Middle)
501 2ND STREET, SUITE 350
(Street)
SAN FRANCISCO CA 94107
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Schwab Andrew J.
(Last) (First) (Middle)
501 2ND STREET, SUITE 350
(Street)
SAN FRANCISCO CA 94107
(City) (State) (Zip)
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 Series A Preferred Stock and Series B 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 Series A Preferred Stock and Series B Preferred Stock will automatically convert into Common Stock upon the closing of the Issuer's initial public offering.
3. Includes 4,036,323 shares of Series A Preferred Stock held by Ventures IV and 168,179 shares of Series A Preferred Stock held by Co-Investors IV.
4. Includes 1,140,034 shares of Series B Preferred Stock held by Ventures IV and 47,501 shares of Series B Preferred Stock held by Co-Investors IV.
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 pecuniary interest therein.
5AM VENTURES IV, L.P. By: 5AM Partners IV, LLC, its General Partner /s/ Scott M. Rocklage Scott M. Rocklage Managing Member 03/27/2018
5AM CO-VENTURES IV, L.P. By: 5AM Partners IV, LLC, its General Partner /s/ Scott M. Rocklage Scott M. Rocklage Managing Member 03/27/2018
5AM PARTNERS IV, LLC /s/ Scott M. Rocklage Scott M. Rocklage Managing Member /s/ Scott M. Rocklage Scott M. Rocklage /s/ John D. Diekman John D. Diekman /s/ Andrew J. Schwab Andrew J. Schwab 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.