Sec Form 3 Filing - Atlas Venture Fund X, L.P. @ Q32 Bio Inc. - 2024-03-25

Insider filing report for Changes in Beneficial Ownership
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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
Atlas Venture Fund X, L.P.
2. Issuer Name and Ticker or Trading Symbol
Q32 Bio Inc. [ QTTB]
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)
300 TECHNOLOGY SQUARE, 8TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/25/2024
(Street)
CAMBRIDGE, MA02139
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 864,261 D ( 1 )
Common Stock 503,296 I By Atlas Venture Opportunity Fund I, L.P. ( 2 )
Common Stock 724,549 I By Atlas Venture Opportunity Fund II, L.P. ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Atlas Venture Fund X, L.P.
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE, MA02139
X
ATLAS VENTURE ASSOCIATES X, L.P.
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE, MA02139
X
Atlas Venture Associates X, LLC
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE, MA02139
X
Atlas Venture Opportunity Fund I, L.P.
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE, MA02139
X
Atlas Venture Associates Opportunity I, L.P.
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE, MA02139
X
Atlas Venture Associates Opportunity I, LLC
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE, MA02139
X
Atlas Venture Opportunity Fund II, L.P.
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE, MA02139
X
Atlas Venture Associates Opportunity II, LP
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE, MA02139
X
Atlas Venture Associates Opportunity II, LLC
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE, MA02139
X
Signatures
Atlas Venture Fund X, L.P., By: Atlas Venture Associates X, L.P., its general partner, by Atlas Venture Associates X, LLC, its general partner, By: /s/ Ommer Chohan, Chief Financial Officer 03/27/2024
Signature of Reporting Person Date
Atlas Venture Associates X, L.P., by Atlas Venture Associates X, LLC, its general partner, By: /s/ Ommer Chohan, Chief Financial Officer 03/27/2024
Signature of Reporting Person Date
Atlas Venture Associates X, LLC, By: /s/ Ommer Chohan, Chief Financial Officer 03/27/2024
Signature of Reporting Person Date
Atlas Venture Opportunity Fund I, L.P., By: Atlas Venture Associates Opportunity I, L.P., its General Partner, By: Atlas Venture Associates Opportunity I, LLC, its General Partner, By: /s/ Ommer Chohan, Chief Financial Officer 03/27/2024
Signature of Reporting Person Date
Atlas Venture Associates Opportunity I, L.P., By: Atlas Venture Associates Opportunity I, LLC, its General Partner, By: /s/ Ommer Chohan, Chief Financial Officer 03/27/2024
Signature of Reporting Person Date
Atlas Venture Associates Opportunity I, LLC, By: /s/ Ommer Chohan, Chief Financial Officer 03/27/2024
Signature of Reporting Person Date
Atlas Venture Opportunity Fund II, L.P., By: Atlas Venture Associates Opportunity II, L.P., its General Partner, By: Atlas Venture Associates Opportunity II, LLC, its General Partner, By: /s/ Ommer Chohan, Chief Financial Officer 03/27/2024
Signature of Reporting Person Date
Atlas Venture Associates Opportunity II, L.P., By: Atlas Venture Associates Opportunity II, LLC, its General Partner, By: /s/ Ommer Chohan, Chief Financial Officer 03/27/2024
Signature of Reporting Person Date
Atlas Venture Associates Opportunity II, LLC, By: /s/ Ommer Chohan, Chief Financial Officer 03/27/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares held by Atlas Venture Fund X, L.P. ("Atlas Venture Fund X"). The general partner of Atlas Venture Fund X is Atlas Venture Associates X, L.P. ("AVA X LP"). Atlas Venture Associates X, LLC ("AVA X LLC") is the general partner of AVA X LP. Each of AVA X LP and AVA X LLC disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares for purposes of Section 16 of the Exchange Act or for any other purpose.
( 2 )Shares held by Atlas Venture Opportunity Fund I, L.P. ("AVOF I"). Atlas Venture Associates Opportunity I, L.P. ("AVAO LP") is the general partner of AVOF I. Atlas Venture Associates Opportunity I, LLC ("AVAO LLC") is the general partner of AVAO LP. Each of AVAO LP and AVAO LLC disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares for purposes of Section 16 of the Exchange Act or for any other purpose.
( 3 )The shares are owned directly by Atlas Venture Opportunity Fund II, L.P. ("AVOF II"). Atlas Venture Associates Opportunity II, L.P. ("AVAO II LP") is the general partner of AVOF II. Atlas Venture Associates Opportunity II, LLC ("AVAO II LLC") is the general partner of AVAO II LP. Each of AVAO II LP and AVAO II LLC disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares for purposes of Section 16 of the Exchange Act or for any other purpose.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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