SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Alloway Paul

(Last)

(First)

(Middle)

C/O HOMOLOGY MEDICINES, INC.

ONE PATRIOTS PARK

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/02/2022

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,226	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽¹⁾	05/05/2030	Common Stock	125,000	$12.66	D
Employee Stock Option (Right to Buy)	⁽²⁾	02/05/2031	Common Stock	79,000	$13.78	D
Employee Stock Option (Right to Buy)	⁽³⁾	02/24/2032	Common Stock	95,000	$2.71	D
Restricted Stock Unit	⁽⁴⁾	⁽⁴⁾	Common Stock	8,710	$0.00	D
Restricted Stock Unit	⁽⁵⁾	⁽⁵⁾	Common Stock	16,000	$0.00	D

Explanation of Responses:

1. The option vests as to 25% of the underlying shares on May 1, 2021 and in 36 substantially equal monthly installments thereafter.

2. The option vests in 48 substantially equal monthly installments on the first day of each calendar month following January 1, 2021.

3. The option vests in 48 substantially equal monthly installments on the first day of each calendar month following January 1, 2022.

4. The restricted stock units will vest and settle as to approximately one half of the restricted stock units on each of January 1, 2023 and January 1, 2024. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. The restricted stock units have no expiration date.

5. The restricted stock units will vest and settle as to approximately one third of the restricted stock units on each of the first three anniversaries of January 1, 2022 so that such RSUs will become fully vested on January 1, 2025. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. The restricted stock units have no expiration date.

Remarks:

Chief Legal Officer and Secretary Exhibit 24 - Power of Attorney.

	/s/ W. Bradford Smith, Attorney-in-Fact for Paul Alloway	03/11/2022
	** 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 5 (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.
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