Sec Form 4 Filing - Clarus Lifesciences III, L.P. @ AVROBIO, Inc. - 2018-06-25

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Clarus Lifesciences III, L.P.
2. Issuer Name and Ticker or Trading Symbol
AVROBIO, Inc. [ AVRO]
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)
101 MAIN STREET, SUITE 1210
3. Date of Earliest Transaction (MM/DD/YY)
06/25/2018
(Street)
CAMBRIDGE, MA02142
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 06/25/2018 C 2,283,434 A 2,283,434 I See Footnote ( 2 )
Common Stock 06/25/2018 C 678,891 A 2,962,325 I See Footnote ( 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 ) 06/25/2018 C 9,435,150 ( 4 ) ( 4 ) Common Stock 2,283,434 ( 4 ) $ 0 0 I See footnote ( 2 )
Series B Preferred Stock ( 3 ) 06/25/2018 C 2,805,179 ( 4 ) ( 4 ) Common Stock 678,891 ( 4 ) $ 0 0 I See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clarus Lifesciences III, L.P.
101 MAIN STREET, SUITE 1210
CAMBRIDGE, MA02142
X
Clarus Ventures III GP, L.P.
101 MAIN STREET, SUITE 1210
CAMBRIDGE, MA02142
X
Clarus Ventures III, LLC
101 MAIN STREET, SUITE 1210
CAMBRIDGE, MA02142
X
Signatures
Clarus Lifesciences III, L.P., By: its General Partner, Clarus Ventures III GP, L.P., By: its General Partner, Clarus Ventures III, LLC, By: Robert Liptak, Managing Director, /s/ Robert Liptak 06/25/2018
Signature of Reporting Person Date
Clarus Ventures III GP, L.P., By: its General Partner, Clarus Ventures III, LLC, By: Robert Liptak, Managing Director, /s/ Robert Liptak 06/25/2018
Signature of Reporting Person Date
Clarus Ventures III, LLC, By: Robert Liptak, Managing Director, /s/ Robert Liptak 06/25/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the total number of shares of Common Stock received by Clarus Lifesciences III, L.P. ("Clarus") upon the conversion of the Issuer's Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.
( 2 )The shares are held directly by Clarus. The general partner of Clarus is Clarus Ventures III GP, L.P. ("GPLP"). Clarus Ventures III, LLC, ("LLC") is the general partner of GPLP. Each of Nicholas Galakatos, Dennis Henner, Robert Liptak, Scott Requadt, Nicholas Simon, and Kurt Wheeler, as individual managing directors of the LLC, may be deemed to beneficially own certain of the shares held of record by Clarus. Each of Messrs. Galakatos, Henner, Liptak, Requadt, Simon and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which he does not have an actual pecuniary interest. Scott G. Requadt is a member of LLC and a member of the Issuer's board of directors. Mr. Requadt disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein, if any.
( 3 )Represents the total number of shares of Common Stock received by Clarus upon the conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.
( 4 )All series of Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 4.132-for-1 basis on June 25, 2018 and had no expiration date.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.