Sec Form 4 Filing - 5AM Ventures IV, L.P. @ 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 5AM Ventures IV, L.P. 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) 501 2ND STREET, SUITE 350 3. Date of Earliest Transaction (MM/DD/YY) 04/02/2018 (Street) SAN FRANCISCO, CA94107 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 5,392,037 A $ 0 6,722,076 I See footnotes ( 1 ) ( 2 )

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 A Preferred Stock ( 3 ) 04/02/2018 C 4,204,502 ( 3 ) ( 3 ) Common Stock 4,204,502 $ 0 0 I See footnote ( 2 ) Series B Preferred Stock ( 3 ) 04/02/2018 C 1,187,535 ( 3 ) ( 3 ) Common Stock 1,187,535 $ 0 0 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other 5AM Ventures IV, L.P. 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA94107 X 5AM Partners IV, LLC 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA94107 X ROCKLAGE SCOTT M 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA94107 X DIEKMAN JOHN D 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA94107 X Schwab Andrew J. 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA94107 X 5AM Co-Investors IV, L.P. 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA94107 X Signatures 5AM VENTURES IV, L.P. By: 5AM Partners IV, LLC, its General Partner /s/ Scott M. Rocklage Managing Member 04/04/2018 Signature of Reporting Person Date 5AM CO-INVESTORS IV, L.P. By: 5AM Partners IV, LLC, its General Partner /s/ Scott M. Rocklage Managing Member 04/04/2018 Signature of Reporting Person Date 5AM PARTNERS IV, LLC /s/ Scott M. Rocklage Managing Member 04/04/2018 Signature of Reporting Person Date /s/ Scott M. Rocklage 04/04/2018 Signature of Reporting Person Date /s/ John D. Diekman 04/04/2018 Signature of Reporting Person Date /s/ Andrew J. Schwab 04/04/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Following the transactions reported herein, includes 6,453,195 shares of Common Stock held of record by 5AM Ventures IV, L.P. ("Ventures IV") and 268,881 shares of Common Stock held of record by 5AM Co-Investors IV, L.P. ("Co-Investors IV"). ( 2 )5AM Partners IV, LLC ("Partners IV") is the sole general partner of Ventures IV and Co-Investors IV. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage, are the managing members of Partners IV, and have shared voting and investment power over the shares beneficially owned by Ventures IV and Co-Investors IV. Each of Partners IV, Dr. Diekman, Mr. Schwab, and Dr. Rocklage disclaims beneficial ownership of such shares except to the extent of its or their pecuniary interest therein. ( 3 )Upon closing of the Issuer's initial public offering, each share of Series A Preferred Stock and Series B 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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