Q32 Bio Inc. — Director's Dealing 2018

Mar 28, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Homology Medicines, Inc. (FIXX)
CIK: 0001661998
Period of Report: 2018-03-27

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (669034)		Indirect
Series A Preferred Stock	$		Common Stock (669034)		Indirect
Series B Preferred Stock	$		Common Stock (1319483)		Indirect
Series B Preferred Stock	$		Common Stock (1319484)		Indirect

Footnotes

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

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

F3: This Form 3 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 HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III, 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 III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Funds is reported herein.

F4: 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.