Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jordan Julie

(Last)

(First)

(Middle)

C/O HOMOLOGY MEDICINES, INC.

ONE PATRIOTS PARK

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Homology Medicines, Inc. [ FIXX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/03/2023		M		1,548	A	$0⁽¹⁾	4,318	D
Common Stock	08/03/2023		S		436⁽²⁾	D	$1.39	3,882	D
Common Stock	08/03/2023		M		387	A	$0⁽¹⁾	4,269	D
Common Stock	08/03/2023		S		109⁽²⁾	D	$1.39	4,160	D
Common Stock	08/03/2023		M		4,644	A	$0⁽¹⁾	8,804	D
Common Stock	08/03/2023		S		1,308⁽³⁾	D	$1.39	7,496	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	08/03/2023		M			1,548	⁽⁴⁾	⁽¹⁾	Common Stock	1,548	⁽¹⁾	0	D
Restricted Stock Units	⁽¹⁾	08/03/2023		M			387	⁽⁴⁾	⁽¹⁾	Common Stock	387	⁽¹⁾	0	D
Restricted Stock Units	⁽¹⁾	08/03/2023		M			4,644	⁽⁵⁾	⁽¹⁾	Common Stock	4,644	⁽¹⁾	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. The restricted stock units have no expiration date.

2. The sales reported in the Form 4 were effected pursuant to a Rule 10b5-1 instruction entered into on May 27, 2022 solely with the intent to cover taxes in connection with the vesting of certain previously reported restricted stock units.

3. The sales reported in the Form 4 were effected pursuant to a mandatory sell to cover arrangement solely with the intent to cover taxes in connection with the vesting of certain previously reported restricted stock units.

4. Vesting for a portion of the restricted stock units was accelerated and such portion vested and settled on August 3, 2023. The restricted stock units would otherwise have vested and settled as to one half of the restricted stock units on each of January 1, 2024 and January 1, 2025. The remaining restricted stock units have been automatically cancelled and forfeited.

5. Vesting for a portion of the restricted stock units was accelerated and such portion vested and settled on August 3, 2023. The restricted stock units would otherwise have vested and settled as to one third of the restricted stock units on each of the first three anniversaries of January 1, 2023 so that such restricted stock units would have become fully vested on January 1, 2026. The remaining restricted stock units have been automatically cancelled and forfeited.

	/s/ Paul Alloway, Attorney-in-Fact for Julie Jordan	08/07/2023
	** Signature of Reporting Person	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).
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