Sec Form 4 Filing - Omega Fund IV, L.P. @ Translate Bio, Inc. - 2018-07-02

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 Omega Fund IV, L.P. 2. Issuer Name and Ticker or Trading Symbol Translate Bio, Inc. [ TBIO] 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) 185 DARTMOUTH STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/02/2018 (Street) BOSTON, MA02116 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 07/02/2018 C 979,179 A 979,179 D Common Stock 07/02/2018 C 979,179 A 979,179 I ( 2 ) By Omega IV Common Stock 07/02/2018 C 1,458,424 A 1,458,424 D Common Stock 07/02/2018 C 1,458,424 A 1,458,424 I ( 3 ) By Omega V

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 Bene ficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock ( 1 ) 07/02/2018 C 2,500,000 ( 1 ) ( 1 ) Common Stock 450,004 $ 0 0 D Series A Preferred Stock ( 1 ) 07/02/2018 C 2,500,000 ( 1 ) ( 1 ) Common Stock 450,004 $ 0 0 I ( 2 ) By Omega IV Series B Preferred Stock ( 1 ) 07/02/2018 C 1,676,348 ( 1 ) ( 1 ) Common Stock 301,745 $ 0 0 D Series B Preferred Stock ( 1 ) 07/02/2018 C 1,676,348 ( 1 ) ( 1 ) Common Stock 301,745 $ 0 0 I ( 2 ) By Omega IV Series C Preferred Stock ( 1 ) 07/02/2018 C 1,263,484 ( 1 ) ( 1 ) Common Stock 227,429 $ 0 0 D Series C Preferred Stock ( 1 ) 07/02/2018 C 1,263,484 ( 1 ) ( 1 ) Common Stock 227,429 $ 0 0 I ( 2 ) By Omega IV Series A Preferred Stock ( 1 ) 07/02/2018 C 5,800,000 ( 1 ) ( 1 ) Common Stock 1,044,010 $ 0 0 D Series A Preferred Stock ( 1 ) 07/02/2018 C 5,800,000 ( 1 ) ( 1 ) Common Stock 1,044,010 $ 0 0 I ( 3 ) By Omega V Series B Preferred Stock ( 1 ) 07/02/2018 C 2,000,103 ( 1 ) ( 1 ) Common Stock 360,022 $ 0 0 D Series B Preferred Stock ( 1 ) 07/02/2018 C 2,000,103 ( 1 ) ( 1 ) Common Stock 360,022 $ 0 0 I ( 3 ) By Omega V Series C Preferred Stock ( 1 ) 07/02/2018 C 302,173 ( 1 ) ( 1 ) Common Stock 54,391 $ 0 0 D Series C Preferred Stock ( 1 ) 07/02/2018 C 302,173 ( 1 ) ( 1 ) Common Stock 54,391 $ 0 0 I ( 3 ) By Omega V

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Omega Fund IV, L.P. 185 DARTMOUTH STREET BOSTON, MA02116 X Omega Fund IV GP, L.P. 185 DARTMOUTH STREET BOSTON, MA02116 X Omega Fund IV G.P. Manager, Ltd. 185 DARTMOUTH STREET BOSTON, MA02116 X Omega Fund V, L.P. 185 DARTMOUTH STREET BOSTON, MA02116 X Omega Fund V GP, L.P. 185 DARTMOUTH STREET BOSTON, MA02116 X Omega Fund V GP Manager, Ltd. 185 DARTMOUTH STREET BOSTON, MA02116 X Stampacchia Otello 185 DARTMOUTH STREET BOSTON, MA02116 X Lim Richard J. 185 DARTMOUTH STREET BOSTON, MA02116 X Paster Anne-Mari 185 DARTMOUTH STREET BOSTON, MA02116 X Nessi Claudio 185 DARTMOUTH STREET BOSTON, MA02116 X Signatures /s/ Anne-Mari Paster 07/03/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A, Series B and Series C Preferred Stock converted into Common Stock on a 5.5555-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A, Series B and Series C Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial pubic offering. The shares had no expiration date. ( 2 )The reported securities are beneficially owned by Omega Fund IV GP, L.P. ("Omega IV GP"), as general partner of Omega Fund IV, L.P. ("Omega IV"). Omega Fund IV G.P. Manager, Ltd. ("Omega IV GP Manager"), is the general partner of Omega IV GP. Otello Stampacchia, Richard Lim and Anne-Mari Paster are all the shareholders and directors of Omega IV GP Manager and have shared voting and investment power over the shares held by Omega IV. Each of the Reporting Persons disclaim beneficial ownership of these securities, except to the extent of his, her or its pecuniary interest therein, if any. ( 3 )The reported securities are beneficially owned by Omega Fund V GP, L.P. ("Omega V GP"), as general partner of Omega Fund V, L.P. ("Omega V"). Omega Fund V GP Manager, Ltd. ("Omega V GP Manager"), is the general partner of Omega V GP. Otello Stampacchia, Richard Lim, Anne-Mari Paster and Claudio Nessi are all the shareholders and directors of Omega V GP Manager and have shared voting and investment power over the shares held by Omega V. Each of the Reporting Persons disclaim beneficial ownership of these securities, except to the extent of his, her or its pecuniary interest therein, if any.

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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