Sec Form 4 Filing - Khwaja Omar @ Voyager Therapeutics, Inc. - 2019-05-20

FORM 4 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 Khwaja Omar 2. Issuer Name and Ticker or Trading Symbol Voyager Therapeutics, Inc. [ VYGR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O VOYAGER THERAPEUTICS,, INC., 75 SIDNEY STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/20/2019 (Street) CAMBRIDGE, MA02139 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 05/20/2019 A 30,000 ( 1 ) ( 2 ) A $ 0 30,000 D

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) $ 21.86 05/20/2019 A 170,000 ( 1 ) ( 3 ) 05/20/2029 Common Stock 170,000 $ 0 170,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Khwaja Omar C/O VOYAGER THERAPEUTICS, INC., 75 SIDNEY STREET CAMBRIDGE, MA02139 See Remarks Signatures /s/ Robert W. Hesslein, as Attorney-in-Fact for Omar Khwaja 05/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This equity award was not granted pursuant to any pre-existing equity incentive plan of Voyager Therapeutics, Inc. (the "Company"), but rather was granted as an inducement material to the Reporting Person entering into employment with the Company in accordance with Nasdaq Stock Market Listing Rule 5635(c)(4). ( 2 )Consists of shares of common stock underlying a restricted stock unit ("RSU") award. Each RSU represents the right to receive one share of common stock, par value $0.001 per share, of the Company (the "Common Stock") upon vesting. The vesting commencement date of the RSU award is May 20, 2019. The RSU award vests over three years, with 33.33% of the shares of Common Stock underlying the award vesting upon the one-year anniversary of the vesting commencement date of such award and the remainder vesting in equal annual installments thereafter, subject to the Reporting Person's continued employment by the Company and other terms and conditions set forth in the applicable RSU agreement. ( 3 )The vesting commencement date of the option is May 20, 2019. The option vests over four years, with 25% of the shares of Common Stock underlying the option vesting upon the one-year anniversary of the vesting commencement date and the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued employment by the Company and other terms and conditions set forth in the applicable option agreement.

Remarks: The Reporting Person serves as Chief Medical Officer. Effective June 28, 2019, the Reporting Person will assume the additional responsibility and title of Head of Research & Development.

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).

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