Sec Form 4 Filing - Rock Springs Capital Management LP @ Homology Medicines, Inc. - 2018-04-02

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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
Rock Springs Capital Management LP
2. Issuer Name and Ticker or Trading Symbol
Homology Medicines, Inc. [ FIXX]
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)
650 SOUTH EXETER ST. SUITE 1070,
3. Date of Earliest Transaction (MM/DD/YY)
04/02/2018
(Street)
BALTIMORE, MD21202
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 04/02/2018 C 395,845 A $ 0 395,845 I See footnote ( 1 )
Common Stock 04/02/2018 P 250,000 A $ 16 645,845 I See footnote ( 1 )
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
Series B Preferred Stock ( 2 ) 04/02/2018 C 395,845 ( 2 ) ( 2 ) Common Stock 395,845 $ 0 0 I See footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rock Springs Capital Management LP
650 SOUTH EXETER ST. SUITE 1070
BALTIMORE, MD21202
X
Rock Springs Capital Master Fund LP
C/O WALKERS CORPORATE LIMITED
CAYMAN CORPORATE CENTRE 27 HOSPITAL ROAD
GEORGE TOWN, GRAND CAYMAN, E9KY1-9008
X
Rock Springs Capital LLC
650 SOUTH EXETER ST. SUITE 1070
BALTIMORE, MD21202
X
Signatures
Rock Springs Capital Master Fund LP, By: Rock Springs Capital Management LP, By: /s/ Graham McPhail, Managing Member 04/02/2018
Signature of Reporting Person Date
Rock Springs Capital LLC, By: /s/ Graham McPhail, Managing Member 04/02/2018
Signature of Reporting Person Date
Rock Springs Capital Management LP, Rock Springs Capital LLC, By: /s/ Graham McPhail, Managing Member 04/02/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities reported herein are held of record by Rock Springs Capital Master Fund LP ("Master Fund"). Rock Springs Capital LLC ("RSC") is the general partner of Rock Springs Capital Management LP ("RSCM") which is the investment manager to Master Fund. RSC and RSCM may therefore be deemed to have or share beneficial ownership of the securities held directly by Master Fund.
( 2 )Upon closing of the Issuer's initial public offering, each share of preferred stock was automatically converted into one share of the Issuer's common stock.

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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