Sec Form 4 Filing - Invus Public Equities, L.P. @ Generation Bio Co. - 2020-06-16

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 Invus Public Equities, L.P. 2. Issuer Name and Ticker or Trading Symbol Generation Bio Co. [ GBIO] 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) 750 LEXINGTON AVENUE 30TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 06/16/2020 (Street) NEW YORK, NY10022 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 06/16/2020 C 2,014,191 A 2,014,191 D ( 3 ) ( 4 ) Common Stock 06/16/2020 P 800,000 A $ 19 2,814,191 D ( 3 ) ( 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 B Preferred Stock ( 1 ) 06/16/2020 C 2,186,820 ( 1 ) ( 1 ) Common Stock 1,406,664 $ 0 0 D ( 3 ) ( 4 ) Series C Preferred Stock ( 2 ) 06/16/2020 C 1,073,076 ( 2 ) ( 2 ) Common Stock 607,527 $ 0 0 D ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Invus Public Equities, L.P. 750 LEXINGTON AVENUE 30TH FLOOR NEW YORK, NY10022 X Minne Pascal 8 CLOS DU BOCAGE, B-1332 GENVAL, BELGIUM CITIZENSHIP: BELGIUM, C9 X Artal International S.C.A. VALLEY PARK, 44, RUE DE LA VALLEE LUXEMBOURG, N4L-2661 X Artal International Management S.A. VALLEY PARK, 44, RUE DE LA VALLEE LUXEMBOURG, N4L-2661 X Artal Group S.A. VALLEY PARK, 44, RUE DE LA VALLEE LUXEMBOURG, N4L-2661 X Westend S.A. VALLEY PARK, 44, RUE DE LA VALLEE LUXEMBOURG, N4L-2661 X Stichting Administratiekantoor Westend CLAUDE DEBUSSYLAAN, 46 1082 MD AMSTERDAM THE NETHERLANDS, P7 X Artal Treasury Ltd P.O. BOX 165 SUITE 4, BOROUGH HOUSE, RUE DU PRE ST. PETER PORTGY1 3JJ X Invus Public Equities Advisors, LLC 750 LEXINGTON AVENUE, 30TH FLOOR NEW YORK, NY10022 X Signatures /s/ Invus Public Equities, L.P., By: Invus Public Equities Advisors, LLC, its General Partner, By: Raymond Debbane, President, /s/ Raymond Debbane 06/18/2020 Signature of Reporting Person Date /s/ Invus Public Equities Advisors, LLC, By: Raymond Debbane, President, /s/ Raymond Debbane 06/18/2020 Signature of Reporting Person Date /s/ Artal Treasury Ltd, By: Keith Le Poidevin, Director, /s/ Keith Le Poidevin 06/18/2020 Signature of Reporting Person Date /s/ Artal International S.C.A., By: Artal International Management S.A., its Managing Partner, By: Anne Goffard, Managing Director, /s/ Anne Goffard 06/18/2020 Signature of Reporting Person Date /s/ Artal International Management S.A., By: Anne Goffard, Managing Director, /s/ Anne Goffard 06/18/2020 Signature of Reporting Person Date /s/ Artal Group S.A., By: Anne Goffard, Authorized Person, /s/ Anne Goffard 06/18/2020 Signature of Reporting Person Date /s/ Westend S.A., By: Pascal Minne, Director, /s/ Pascal Minne 06/18/2020 Signature of Reporting Person Date /s/ Stichting Administratiekantoor Westend, By: Pascal Minne, Sole Member of the Board, /s/ Pascal Minne 06/18/2020 Signature of Reporting Person Date /s/ Pascal Minne 06/18/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 16, 2020, the Series B Preferred Stock automatically converted into Common Stock on approximately a 1.5546-for-one basis (when rounded to the nearest ten-thousandth) without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date. ( 2 )On June 16, 2020, the Series C Preferred Stock automatically converted into Common Stock on a 1.7663-for-one basis without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date. ( 3 )The shares are held directly by Invus Public Equities, L.P. The general partner of Invus Public Equities, L.P. is Invus Public Equities Advisors, LLC. Artal Treasury Ltd is the managing member of Invus Public Equities Advisors, LLC. Artal Treasury Ltd is a wholly owned subsidiary of the Geneva branch of Artal International S.C.A. The managing partner of Artal International S.C.A. is Artal International Management S.A., both of which are wholly owned subsidiaries of Artal Group S.A., which is a wholly owned subsidiary of Westend S.A., which is a wholly owned subsidiary of Stichting Administratiekantoor Westend (the "Stichting"). Mr. Pascal Minne is the sole member of the board of the Stichting. ( 4 )(Continued from footnote 3) Each of the Reporting Persons, other than Invus Public Equities L.P., disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such reporting person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Exchange Act, each of the reporting persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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