Sec Form 4 Filing - SHAH MAHENDRA @ Homology Medicines, Inc. - 2018-04-02

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 SHAH MAHENDRA 2. Issuer Name and Ticker or Trading Symbol Homology Medicines, Inc. [ FIXX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 505 HAMILTON STREET, SUITE 207 3. Date of Earliest Transaction (MM/DD/YY) 04/02/2018 (Street) PALO ALTO, CA94301 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 04/02/2018 C 659,742 A $ 0 659,742 I See footnote ( 1 ) Common Stock 04/02/2018 A 500,000 A $ 16 1,159,742 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 659,742 ( 2 ) ( 2 ) Common Stock 659,742 $ 0 0 I See footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHAH MAHENDRA 505 HAMILTON STREET, SUITE 207 PALO ALTO, CA94301 X Signatures By: /s/ Bradford Smith, Attorney-in-Fact for Mahendra G. Shah 04/02/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities reported herein are held of record by Vivo Panda Fund, L.P. ("Vivo LP"). Vivo Panda, LLC ("Vivo LLC") is the sole general partner of Vivo LP. Mahendra G. Shah, Ph.D., is a managing member of Vivo LLC and has shared voting and investment power over the securities beneficially owned by Vivo LP and may therefore be deemed to have or share beneficial ownership of the securities held directly by Vivo LP. Each of Vivo LLC and Dr. Shah disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. ( 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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