| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 |
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Q32 Bio Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
746964105
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 746964105 | |||
| 1. | Names of Reporting Persons 5AM Ventures IV, L.P. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x (1) | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization Delaware, United States of America | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 shares |
| 6. | Shared Voting Power 0 shares | |
| 7. | Sole Dispositive Power 0 shares | |
| 8. | Shared Dispositive Power 0 shares | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12. | Type of Reporting Person (See Instructions) PN | |
| (1) | This Schedule 13G is filed by 5AM Ventures IV, L.P., a Delaware limited partnership (“Ventures IV”), 5AM Co-Investors IV, L.P., a Delaware limited partnership (“Co-Investors IV”), 5AM Partners IV, LLC, a Delaware limited liability company (“Partners IV”), Dr. John D. Diekman (“Diekman”), Andrew J. Schwab (“Schwab”), and Dr. Scott M. Rocklage (“Rocklage” and together with Ventures IV, Co-Investors IV, Partners IV, Diekman and Schwab, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
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| CUSIP No. 746964105 | |||
| 1. | Names of Reporting Persons 5AM Co-Investors IV, L.P. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x (1) | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization Delaware, United States of America | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 shares |
| 6. | Shared Voting Power 0 shares | |
| 7. | Sole Dispositive Power 0 shares | |
| 8. | Shared Dispositive Power 0 shares | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12. | Type of Reporting Person (See Instructions) PN | |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
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| CUSIP No. 746964105 | |||
| 1. | Names of Reporting Persons 5AM Partners IV, LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x (1) | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization Delaware, United States of America | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 shares |
| 6. | Shared Voting Power 0 shares | |
| 7. | Sole Dispositive Power 0 shares | |
| 8. | Shared Dispositive Power 0 shares | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12. | Type of Reporting Person (See Instructions) OO | |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
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| CUSIP No. 746964105 | |||
| 1. | Names of Reporting Persons Dr. John D. Diekman | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x (1) | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization United States of America | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 shares |
| 6. | Shared Voting Power 0 shares | |
| 7. | Sole Dispositive Power 0 shares | |
| 8. | Shared Dispositive Power 0 shares | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12. | Type of Reporting Person (See Instructions) IN | |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
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| CUSIP No. 746964105 | |||
| 1. | Names of Reporting Persons Andrew J. Schwab | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x (1) | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization United States of America | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 shares |
| 6. | Shared Voting Power 0 shares | |
| 7. | Sole Dispositive Power 0 shares | |
| 8. | Shared Dispositive Power 0 shares | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12. | Type of Reporting Person (See Instructions) IN | |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
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| CUSIP No. 746964105 | |||
| 1. | Names of Reporting Persons Dr. Scott M. Rocklage | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | x (1) | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization United States of America | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 shares |
| 6. | Shared Voting Power 0 shares | |
| 7. | Sole Dispositive Power 0 shares | |
| 8. | Shared Dispositive Power 0 shares | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row (9) 0.0% | |
| 12. | Type of Reporting Person (See Instructions) IN | |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
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| Item 1. | ||
| (a) | Name of Issuer (f/k/a Homology Medicines, Inc.) | |
| (b) | Address of Issuer’s Principal Executive Offices Waltham, MA 02451 | |
| Item 2. | ||
| (a) | Name of Person Filing 5AM Co-Investors IV, L.P. (“Co-Investors IV”) 5AM Partners IV, LLC (“Partners IV”) Dr. John D. Diekman (“Diekman”) Andrew J. Schwab (“Schwab”) Dr. Scott M. Rocklage (“Rocklage”) | |
| (b) | Address of Principal Business Office or, if none, Residence 4 Embarcadero Center, Suite 3110 | |
| (c) | Citizenship | ||||
| Entities: | 5AM Ventures IV, L.P. | - | Delaware | ||
| 5AM Co-Investors IV, L.P. | - | Delaware | |||
| 5AM Partners IV, LLC | - | Delaware | |||
| Individuals: | Diekman | - | United States of America | ||
| Schwab | - | United States of America | |||
| Rocklage | - | United States of America |
| (d) | Title of Class of Securities Common Stock | |
| (e) | CUSIP Number 746964105 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| Not applicable. |
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| Item 4. | Ownership |
| The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of September 30, 2024: | |||
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person | ||
| (b) | Percent of class: See Row 11 of cover page for each Reporting Person | ||
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. | ||
| (ii) | Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person. | ||
| (iii) | Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person. | ||
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. | ||
| Item 5. | Ownership of Five Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable. | |
| Item 10. | Certification |
| Not applicable. |
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 14, 2024
| 5AM Ventures IV, L.P. | 5AM Co-Investors IV, L.P. | |||
| By: | 5AM Partners IV, LLC | By: | 5AM Partners IV, LLC | |
| its | General Partner | its | General Partner | |
| By: | /s/ Andrew J. Schwab | By: | /s/ Andrew J. Schwab | |
| Name: Andrew J. Schwab | Name: Andrew J. Schwab | |||
| Title: Managing Member | Title: Managing Member | |||
| 5AM Partners IV, LLC | ||||
| By: | /s/ Andrew J. Schwab | |||
| Name: Andrew J. Schwab | ||||
| Title: Managing Member | ||||
| /s/ Dr. John D. Diekman | /s/ Andrew J. Schwab | |||
| Dr. John D. Diekman | Andrew J. Schwab | |||
| /s/ Dr. Scott M. Rocklage | ||||
| Dr. Scott M. Rocklage | ||||
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
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Exhibit(s):
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JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Q32 Bio, Inc. is filed on behalf of each of us.
Dated: November 14, 2024
| 5AM Ventures IV, L.P. | 5AM Co-Investors IV, L.P. | |||
| By: | 5AM Partners IV, LLC | By: | 5AM Partners IV, LLC | |
| its | General Partner | its | General Partner | |
| By: | /s/ Andrew J. Schwab | By: | /s/ Andrew J. Schwab | |
| Name: Andrew J. Schwab | Name: Andrew J. Schwab | |||
| Title: Managing Member | Title: Managing Member | |||
| 5AM Partners IV, LLC | ||||
| By: | /s/ Andrew J. Schwab | |||
| Name: Andrew J. Schwab | ||||
| Title: Managing Member | ||||
| /s/ Dr. John D. Diekman | /s/ Andrew J. Schwab | |||
| Dr. John D. Diekman | Andrew J. Schwab | |||
| /s/ Dr. Scott M. Rocklage | ||||
| Dr. Scott M. Rocklage | ||||
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