Q32 Bio Inc. — Director's Dealing 2018

Apr 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Homology Medicines, Inc. (FIXX)
CIK: 0001661998
Period of Report: 2018-04-02

Reporting Person: Flynn James E (Director, 10% Owner, Director by Deputization)
Reporting Person: DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) (Director, 10% Owner, Director by Deputization)
Reporting Person: Deerfield Mgmt L.P. (Director, 10% Owner, Director by Deputization)
Reporting Person: DEERFIELD PARTNERS, L.P. (Director, 10% Owner, Director by Deputization)
Reporting Person: Deerfield Private Design Fund III, L.P. (Director, 10% Owner, Director by Deputization)
Reporting Person: Deerfield Mgmt III, L.P. (Director, 10% Owner, Director by Deputization)
Reporting Person: Deerfield Healthcare Innovations Fund, L.P. (Director, 10% Owner, Director by Deputization)
Reporting Person: Deerfield Mgmt HIF, L.P. (Director, 10% Owner, Director by Deputization)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-02	Common Stock	C	669034	—	Acquired	669034	Indirect
2018-04-02	Common Stock	C	669034	—	Acquired	669034	Indirect
2018-04-02	Common Stock	C	1319484	—	Acquired	1988518	Indirect
2018-04-02	Common Stock	C	1319483	—	Acquired	1988517	Indirect
2018-04-02	Common Stock	P	625000	$16.00	Acquired	2613517	Indirect
2018-04-02	Common Stock	P	625000	$16.00	Acquired	625000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-02	Series A Preferred Stock	$	C	3521126	Disposed		Common Stock (669034)	Indirect
2018-04-02	Series A Preferred Stock	$	C	3521126	Disposed		Common Stock (669034)	Indirect
2018-04-02	Series B Preferred Stock	$	C	6944445	Disposed		Common Stock (1319484)	Indirect
2018-04-02	Series B Preferred Stock	$	C	6944444	Disposed		Common Stock (1319483)	Indirect

Footnotes

F1: Each share of Series A Preferred Stock automatically converted into 0.1900057 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

F2: Each share of Series B Preferred Stock automatically converted into 0.1900057 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

F3: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P.

F4: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.