Arix Bioscience SC 13D/ALogicBio Therapeutics / Arix Bioscience ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

LogicBio Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

54142F102

(CUSIP Number)

Robert Lyne

Chief Executive Officer

Arix Bioscience plc

Duke Street House

50 Duke Street

London W1J 6EQ, United Kingdom

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 2, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 245.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on 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).

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SCHEDULE 13D

CUSIP No. 54142F102

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SCHEDULE 13D

CUSIP No. 54142F102

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EXPLANATORY NOTE

This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 2, 2018, as amended by Amendment No. 1 thereto filed with the SEC on September 29, 2020 and Amendment No. 2 thereto filed with the SEC on October 26, 2021 (collectively, the “Schedule 13D”) by the Reporting Persons relating to shares of common stock, $0.0001 par value per share (“Common Stock”), of LogicBio Therapeutics, Inc. (the “Issuer”).

Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended by amending and replacing in their entirety each of Items 5(a), 5(b) and 5(c) as follows:

(a) Each of the Reporting Persons may be deemed to beneficially own, in the aggregate, 2,183,211 shares of Common Stock, representing approximately 6.62% of the 32,956,794 shares of Common Stock issued and outstanding as of November 8, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q (“Quarterly Report”) filed with the SEC on November 15, 2021.

(b) Each of the Reporting Persons may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of 2,183,211 shares of Common Stock, representing approximately 6.62% of the 32,956,794 shares of Common Stock issued and outstanding as of November 8, 2021, as reported in the Issuer’s Quarterly Report filed with the SEC on November 15, 2021.

(c) The transactions in the shares of Common Stock by the Reporting Persons during the past sixty (60) days are set forth on Schedule I hereto which is incorporated by reference herein.

Item 7. Materials to be Filed as Exhibits.

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SIGNATURES

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: February 15, 2022

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Schedule I

Transactions in shares of Common Stock During the Past Sixty (60) Days