Sec Form 3 Filing - Joung J. Keith @ Editas Medicine, Inc. - 2016-02-02

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Joung J. Keith 2. Issuer Name and Ticker or Trading Symbol Editas Medicine, Inc. [ EDIT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O EDITAS MEDICINE, INC., 300 THIRD STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/02/2016 (Street) CAMBRIDGE, MA02142 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 480,769 ( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (right to buy) $ 6.48 ( 3 ) 09/13/2025 Common Stock 96,153 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Joung J. Keith C/O EDITAS MEDICINE, INC. 300 THIRD STREET CAMBRIDGE, MA02142 X Signatures /s/ Anthony Joyce, attorney-in-fact 02/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are restricted stock owned by MMK Tech LLC ("MMK") and issued pursuant to a restricted stock agreement between the Issuer and MMK. Twenty-five percent of the shares vested on November 21, 2013, and the remainder are scheduled to vest in equal monthly installments from August 1, 2013 until August 1, 2017. ( 2 )The shares are held directly by MMK. The sole managing member of MMK is the Jae Keith Joung 2007 Revocable Trust (the "Trust"). J. Keith Joung is a trustee of the Trust and therefore may be deemed to beneficially own the shares held by MMK. ( 3 )This option was granted on September 14, 2015 and is scheduled to vest over four years with the shares scheduled to vest in equal quarterly installments beginning on December 10, 2015.

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 4(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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