Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Q32 Bio Inc. (Name of Issuer) |
Common Stock par value $0.0001 per share (Title of Class of Securities) |
746964105 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 746964105 |
| 1 | Names of Reporting Persons
Pfizer Inc. (IRS Identification No.: 13-5315170) | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
277,777.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
2.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Percent of class outstanding represented by the amount in row (11) is based on a total of 12,304,352 shares of common stock outstanding as of November 1, 2025, as reported on the cover of the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025 filed by the Issuer with the U.S. Securities and Exchange Commission on November 13, 2025. The Reporting Person previously reported holding shares in Homology Medicines, Inc. The Issuer reported that, effective as of March 25, 2024, Homology Medicines, Inc. completed a merger with and into the Issuer (previously named Q32 Bio Inc.), with the Issuer continuing as the surviving entity.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Q32 Bio Inc. | |
| (b) | Address of issuer's principal executive offices:
830 Winter Street, Waltham, Massachusetts, 2451 | |
| Item 2. | ||
| (a) | Name of person filing:
Pfizer Inc. | |
| (b) | Address or principal business office or, if none, residence:
66 Hudson Boulevard East, New York, NY10001-2192 | |
| (c) | Citizenship:
Delaware | |
| (d) | Title of class of securities:
Common Stock par value $0.0001 per share | |
| (e) | CUSIP No.:
746964105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See the respective responses of the Reporting Persons to Item 9 on the attached cover pages. | |
| (b) | Percent of class:
See the respective responses of the Reporting Persons to Item 11 on the attached cover pages. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See the respective responses of the Reporting Persons to Item 5 on the attached cover pages. | ||
| (ii) Shared power to vote or to direct the vote:
See the respective responses of the Reporting Persons to Item 6 on the attached cover pages. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the respective responses of the Reporting Persons to Item 7 on the attached cover pages. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the respective responses of the Reporting Persons to Item 8 on the attached cover pages. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Not applicable | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not applicable | ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not applicable | ||
| Item 9. | Notice of Dissolution of Group. | |
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not applicable | ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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