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^*

Kelly Timothy P

(Last)

(First)

(Middle)

C/O HOMOLOGY MEDICINES, INC.

45 WIGGINS AVENUE

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/20/2018

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)

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 Options	⁽¹⁾	09/06/2027	Common Stock	38,001	$2.8947	D
Employee Stock Option	⁽²⁾	12/06/2027	Common Stock	47,500	$6.6314	D
Employee Stock Option	⁽³⁾	03/26/2028	Common Stock	95,002	$16	D

Explanation of Responses:

1. The option vests and becomes exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in equal monthly installments over a three year period thereafter. The vesting commencement date for this option was May 30, 2017.

2. The option vests and becomes exercisable upon the Reporting Person's completion of each full month of service after January 1, 2018, so that such option will become fully vested on January 1, 2022.

3. The option vests and becomes exercisable in 48 equal monthly installments on the first day of each calendar month following March 27, 2018.

Remarks:

Chief Technical Operations Officer Exhibit 24 - Power of Attorney.

	/s/ Bradford Smith, Attorney-in-Fact for Timothy P. Kelly	09/27/2018
	** 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.
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.