Sec Form 4 Filing - SVLSF VI, LLC @ 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
SVLSF VI, LLC
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)
ONE BOSTON PLACE, SUITE 3900, 201 WASHINGTON STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/25/2018
(Street)
BOSTON, MA02108
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 2,207,843 A 2,207,843 I See Footnote ( 2 )
Common Stock 06/25/2018 C 75,591 A 75,591 I See Footnote ( 4 )
Common Stock 06/25/2018 C 437,611 A 2,645,454 I See Footnote ( 2 )
Common Stock 06/25/2018 C 14,982 A 90,573 I See Footnote ( 4 )
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 9,122,809 ( 7 ) ( 7 ) Common Stock 2,207,843 $ 0 0 I See footnote ( 2 )
Series A Preferred Stock ( 3 ) 06/25/2018 C 312,341 ( 7 ) ( 7 ) Common Stock 75,591 $ 0 0 I See footnote ( 4 )
Series B Preferred Stock ( 3 ) 06/25/2018 C 1,808,211 ( 7 ) ( 7 ) Common Stock 437,611 $ 0 0 I See footnote ( 2 )
Series B Preferred Stock ( 3 ) 06/25/2018 C 61,908 ( 7 ) ( 7 ) Common Stock 14,982 $ 0 0 I See footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SVLSF VI, LLC
ONE BOSTON PLACE, SUITE 3900
201 WASHINGTON STREET
BOSTON, MA02108
X
SV Life Sciences Fund VI, L.P.
ONE BOSTON PLACE, SUITE 3900
201 WASHINGTON STREET
BOSTON, MA02108
X
SV Life Sciences Fund VI Strategic Partners, L.P.
ONE BOSTON PLACE, SUITE 3900
201 WASHINGTON STREET
BOSTON, MA02108
X
SV Life Sciences Fund VI (GP), L.P.
ONE BOSTON PLACE, SUITE 3900
201 WASHINGTON STREET
BOSTON, MA02108
X
Signatures
SV Life Sciences Fund VI, L.P., By: SV Life Sciences Fund VI (GP), L.P., Its: sole General Partner, By: SVLSF VI, LLC, ItsL sole General Partner, By: Brent M. Faduski, Officer, /s/ Brent M. Faduski 06/25/2018
Signature of Reporting Person Date
SV Life Sciences Fund VI Strategic Partners, L.P., By: SV Life Sciences Fund VI (GP), L.P., Its: sole General Partner, By: SVLSF VI, LLC, Its: sole General Partner, By: Brent M. Faduski, Officer, /s/ Brent M. Faduski 06/25/2018
Signature of Reporting Person Date
SV Life Sciences Fund VI (GP), L.P., By: SVLSF VI, LLC, Its: sole General Partner, By: Brent M. Faduski, Officer, /s/ Brent M. Faduski 06/25/2018
Signature of Reporting Person Date
SVLSF VI, LLC, By: Brent M. Faduski, Officer, /s/ Brent M. Faduski 06/25/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the total number of shares of Common Stock received by SV Life Sciences Fund VI, L.P. ("SV Life LP") 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 SV Life LP. SV Health Investors, LLC is the Manager of SV Life LP. SV Life Sciences Fund VI (GP), L.P., ("SV Fund VI GP") is the general partner of SV Life LP. The general partner of SV Fund VI GP is SVLSF VI, LLC. The members of the investment committee of SVLSF VI, LLC are Kate Bingham, Thomas Flynn, James Garvey, Eugene D. Hill, III, Paul LaViolette, and Michael Ross. Each of SV Fund VI GP, SVLSF VI, LLC and the SVLSF VI, LLC investment committee disclaims beneficial ownership of the shares owned directly by SV Life LP, except to the extent of any pecuniary interest therein.
( 3 )Represents the total number of shares of Common Stock received by SV Life Sciences Fund VI Strategic Partners, L.P. ("SV Life SP LP") upon the conversion of the Issuer's Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.
( 4 )The shares are held directly by SV Life SP LP. SV Health Investors, LLC is the Manager of SV Life SP LP. SV Fund VI GP is the general partner of SV Life SP LP. The general partner of SV Fund VI GP is SVLSF VI, LLC. The members of the investment committee of SVLSF VI, LLC are Kate Bingham, Thomas Flynn, James Garvey, Eugene D. Hill, III, Paul LaViolette, and Michael Ross. Each of SV Fund VI GP, SVLSF VI, LLC and the SVLSF VI, LLC investment committee disclaims beneficial ownership of the shares owned directly by SV Life SP LP, except to the extent of any pecuniary interest therein.
( 5 )Represents the total number of shares of Common Stock received by SV Life LP upon the conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.
( 6 )Represents the total number of shares of Common Stock received by SV Life SP LP upon the conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.
( 7 )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 misstatemen ts 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.