SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

SCHEDULE 13D

 

[Rule 13d-101]

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)

 

(Amendment No. 2)*

 

Homology Medicines, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

438083107

(CUSIP Number)

 

David Clark

Elliot Press

Deerfield Mgmt, L.P.

780 Third Avenue, 37th Floor

New York, New York 10017

(212) 551-1600

 

With a copy to:

 

Jonathan D. Weiner, Esq.

Mark D. Wood, Esq.

Katten Muchin Rosenman LLP

575 Madison Avenue

New York, New York 10022

(212) 940-8800

 

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

 

January 27, 2020 

(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 §§ 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)
(Page 1 of 12 Pages)

 

* 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 disclosures provided in a prior cover page.

  

SCHEDULE 13D

CUSIP No.  438083107 Page 2 of 12 Pages

 

1

NAME OF REPORTING PERSONS

 

Deerfield Mgmt III, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

2,321,199 (1)

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

2,321,199 (1)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,321,199 (1)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.27%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

(1) Comprised of shares held by Deerfield Private Design Fund III, L.P.

  

SCHEDULE 13D

CUSIP No.  438083107 Page 3 of 12 Pages

 

1

NAME OF REPORTING PERSONS

 

Deerfield Private Design Fund III, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

2,321,199

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

2,321,199

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,321,199

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.27%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

SCHEDULE 13D

CUSIP No.  438083107 Page 4 of 12 Pages

 

1

NAME OF REPORTING PERSONS

 

Deerfield Mgmt, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

0

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

 
14

TYPE OF REPORTING PERSON

 

PN

 

  

SCHEDULE 13D

CUSIP No.  438083107 Page 5 of 12 Pages

 

1

NAME OF REPORTING PERSONS

 

Deerfield Partners, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

0

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

SCHEDULE 13D

CUSIP No.  438083107 Page 6 of 12 Pages

 

1

NAME OF REPORTING PERSONS

 

Deerfield Healthcare Innovations Fund, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

1,766,106

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

1,766,106

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,766,106

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.01%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

SCHEDULE 13D

CUSIP No.  438083107 Page 7 of 12 Pages

 

1

NAME OF REPORTING PERSONS

 

Deerfield Mgmt HIF, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

1,766,106 (2)

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

1,766,106 (2)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,766,106 (2)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.01%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

(2) Comprised of shares held by Deerfield Healthcare Innovations Fund, L.P.

  

SCHEDULE 13D

CUSIP No.  438083107 Page 8 of 12 Pages

 

1

NAME OF REPORTING PERSONS

 

Deerfield Management Company, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

4,087,305 (3)

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

4,087,305 (3)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,087,305 (3)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.28%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

(3) Comprised of 2,321,199 shares held by Deerfield Private Design Fund III, L.P. and 1,766,106 shares held by Deerfield Healthcare Innovations Fund, L.P.

  

SCHEDULE 13D

CUSIP No.  438083107 Page 9 of 12 Pages

 

1

NAME OF REPORTING PERSONS

 

James E. Flynn

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

4,087,305 (4)

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

4,087,305 (4)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,087,305 (4)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.28%

 
14

TYPE OF REPORTING PERSON

 

IN

 

 

(4) Comprised of 2,321,199 shares held by Deerfield Private Design Fund III, L.P. and 1,766,106 shares held by Deerfield Healthcare Innovations Fund, L.P.

  

CUSIP No.  438083107 Page 10 of 12 Pages

 

This Amendment No. 2 (this “Amendment”) to Schedule 13D amends the Schedule 13D (as previously amended, the “Schedule 13D”) filed on April 2, 2018 by (i) Deerfield Mgmt III, L.P. (“Deerfield Mgmt III”), (ii) Deerfield Private Design Fund III, L.P. (“Deerfield Private Design Fund III”), (iii) Deerfield Mgmt, L.P. (“Deerfield Mgmt”), (iv) Deerfield Partners, L.P. (“Deerfield Partners”), (v) Deerfield Healthcare Innovations Fund, L.P. (“Deerfield Healthcare Innovations Fund”), (vi) Deerfield Mgmt HIF, L.P. (“Deerfield Mgmt HIF”), (vii) Deerfield Management Company, L.P. (“Deerfield Management”) and (viii) James E. Flynn, a natural person (“Flynn” and collectively with Deerfield Mgmt III, Deerfield Private Design Fund III, Deerfield Mgmt, Deerfield Partners, Deerfield Healthcare Innovations Fund, Deerfield Mgmt HIF and Deerfield Management, the “Reporting Persons”), with respect to the common stock (the “Common Stock”) of Homology Medicines, Inc. (the “Issuer”), as amended by Amendment No. 1 thereto filed on December 30, 2019. Deerfield Private Design Fund III, Deerfield Partners and Deerfield Healthcare Innovations Fund are collectively referred to herein as the “Funds”).

 

Item 5.Interest in Securities of the Issuer.

 

Items 5(a), (b), (c) and (e) of the Schedule 13D are hereby amended and restated as follows:

  

(a)        

 

(1)Deerfield Mgmt III

 

Number of shares: 2,321,199 (comprised of shares held by Deerfield Private Design Fund III)

Percentage of shares: 5.27%

 

(2)Deerfield Private Design Fund III

 

Number of shares: 2,321,199

Percentage of shares: 5.27%

 

(3)Deerfield Mgmt

 

Number of shares: 0

Percentage of shares: 0%

 

(4)Deerfield Partners

 

Number of shares: 0

Percentage of shares: 0%

 

(5)Deerfield Healthcare Innovations Fund

 

Number of shares: 1,766,106

Percentage of shares: 4.01%

 

CUSIP No.  438083107 Page 11 of 12 Pages

 

(6)Deerfield Mgmt HIF

 

Number of shares:   1,766,106 (comprised of shares held by Deerfield Healthcare Innovations Fund)

Percentage of shares:   4.01%

 

(7)Deerfield Management

 

Number of shares:   4,087,305 (comprised of shares held by Deerfield Private Design Fund III, Deerfield Partners and Deerfield Healthcare Innovations Fund)

Percentage of shares:   9.28%

 

(8)Flynn

 

Number of shares:   4,087,305 (comprised of shares held by Deerfield Private Design Fund III, Deerfield Partners and Deerfield Healthcare Innovations Fund)

Percentage of shares:   9.28%

 

(b)       

 

(1)Deerfield Mgmt III

 

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote: 2,321,199

Sole power to dispose or to direct the disposition: 0

Shared power to dispose or direct the disposition: 2,321,199

 

(2)Deerfield Private Design Fund III

 

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote: 2,321,199

Sole power to dispose or to direct the disposition: 0

Shared power to dispose or direct the disposition: 2,321,199

 

(3)Deerfield Mgmt

 

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote: 0

Sole power to dispose or to direct the disposition: 0

Shared power to dispose or direct the disposition: 0

 

(4)Deerfield Partners

 

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote: 0

Sole power to dispose or to direct the disposition: 0

Shared power to dispose or direct the disposition: 0

 

CUSIP No.  438083107 Page 12 of 12 Pages

 

(5)Deerfield Healthcare Innovations Fund

 

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote: 1,766,106

Sole power to dispose or to direct the disposition: 0

Shared power to dispose or direct the disposition: 1,766,106

 

(6)Deerfield Mgmt HIF

 

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote: 1,766,106

Sole power to dispose or to direct the disposition: 0

Shared power to dispose or direct the disposition: 1,766,106

 

(7)Deerfield Management

 

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote: 4,087,305

Sole power to dispose or to direct the disposition: 0

Shared power to dispose or direct the disposition: 4,087,305

 

(8)Flynn

 

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote: 4,087,305

Sole power to dispose or to direct the disposition: 0

Shared power to dispose or direct the disposition: 4,087,305

 

Flynn is the managing member of the general partner of each of Deerfield Mgmt, Deerfield Mgmt III, Deerfield Mgmt HIF and Deerfield Management.   Deerfield Mgmt III is the general partner of Deerfield Private Design Fund III, Deerfield Mgmt is the general partner of Deerfield Partners, Deerfield Mgmt HIF is the general partner of Deerfield Healthcare Innovations Fund and Deerfield Management is the investment manager of the Funds.

 

(c) Transactions in the Common Stock effected by the Reporting Persons in the last sixty (60) days are set forth on Schedule A to this Amendment and Schedule A to Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the Reporting Persons on December 30, 2019. All of the transactions reflected in Schedule A to this Amendment and Schedule A of Amendment No. 1 were effected in open market transactions on the Nasdaq Global Select Market in the ordinary course of the applicable Reporting Person’s business.

 

(e) As of January 30, 2020, each of Deerfield Partners and Deerfield Mgmt ceased to beneficially own more than five percent of the Common Stock.

  

CUSIP No.  438083107

 

SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.


Dated: January 31, 2020

 

  DEERFIELD MGMT III, L.P.
  By: J.E. Flynn Capital III, LLC, General Partner
   
  By: /s/ Jonathan Isler
  Name:  Jonathan Isler   
  Title:  Attorney-in-Fact    
   
   
  DEERFIELD PRIVATE DESIGN FUND III, L.P.
  By: Deerfield Mgmt III, L.P., General Partner
  By: J.E. Flynn Capital III, LLC, General Partner
   
  By: /s/ Jonathan Isler
  Name:  Jonathan Isler   
  Title:  Attorney-in-Fact    
   
   
  DEERFIELD MGMT HIF, L.P.
  By:  J.E. Flynn Capital HIF, LLC, General Partner
   
  By: /s/ Jonathan Isler
          Jonathan Isler, Attorney-In-Fact
   
   
  DEERFIELD HEALTHCARE INNOVATIONS FUND, L.P.
   
  By:  Deerfield Mgmt HIF, L.P., General Partner
  By:  J.E. Flynn Capital HIF, LLC, General Partner
   
  By:  /s/ Jonathan Isler
          Jonathan Isler, Attorney-In-Fact
   
   
  DEERFIELD PARTNERS, L.P.
   
  By:  Deerfield Mgmt, L.P., General Partner
  By:  J.E. Flynn Capital, LLC, General Partner
   
  By: /s/ Jonathan Isler
  Name:  Jonathan Isler   
  Title:  Attorney-in-Fact    
   

 

CUSIP No.  438083107

 

 

   
  DEERFIELD MGMT, L.P.
   
  By:  J.E. Flynn Capital, LLC, General Partner
   
  By: /s/ Jonathan Isler
  Name:  Jonathan Isler   
  Title:  Attorney-in-Fact   
   
   
  DEERFIELD MANAGEMENT COMPANY, L.P.
   
  By:  Flynn Management LLC, General Partner
   
  By: /s/ Jonathan Isler
  Name:  Jonathan Isler   
  Title:  Attorney-in-Fact     
   
   
  JAMES E. FLYNN
   
  /s/ Jonathan Isler
  Jonathan Isler, Attorney-in-Fact

 

 

 

Schedule A

 

Reporting Person Date

Number

of

Shares

Sold

Price

per

Share

($)*

Price  

Range ($)**

Deerfield Partners, L.P.

1/24/2020 380,256 15.6868 15.50 - 16.34
Deerfield Partners, L.P. 1/27/2020 193,359 15.7717 15.50 - 16.04
Deerfield Partners, L.P. 1/28/2020 65,891 15.5095 15.40 - 15.73
Deerfield Partners, L.P. 1/29/2020 8,857 15.4463 15.40 - 15.51
Deerfield Partners, L.P. 1/30/2020 509,970 15.45 N/A

 

* Each price per share reported in the “Price per Share” column of this Schedule A, other than the price per share for the sale of 509,970 shares of Common Stock on January 30, 2020 in a single transaction, is a weighted average price. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the “Price Range” column of this Schedule A.

 

** The shares were sold in multiple transactions at prices within the price range indicated (unless otherwise indicated).