UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(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)

 

December 31, 2020

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

o

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. 438083107

 

 

1.

Names of Reporting Persons
5AM Ventures IV, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(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
 4,354,484 shares (2)

 

7.

Sole Dispositive Power
 0 shares

 

8.

Shared Dispositive Power
4,354,484 shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,354,484 shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.6% (3)

 

 

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.

(2)               Partners IV serves as the sole general partner of Ventures IV.  Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020.

(3)               This percentage is calculated based upon 45,264,419 shares of Common Stock outstanding as of November 2, 2020 as indicated in the Issuer’s Form 10-Q filed on November 9, 2020.

 

2


 

CUSIP No. 438083107

 

 

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)

o

 

 

(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
 181,435 shares  (2)

 

7.

Sole Dispositive Power
 0 shares

 

8.

Shared Dispositive Power
181,435 shares  (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
181,435 shares  (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.4% (3)

 

 

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.

(2)               Partners IV serves as the sole general partner of Co-Investors IV.  Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Co-Investors IV.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020.

(3)               This percentage is calculated based upon 45,264,419 shares of Common Stock outstanding as of November 2, 2020 as indicated in the Issuer’s Form 10-Q filed on November 9, 2020.

 

3


 

CUSIP No. 438083107

 

 

1.

Names of Reporting Persons
5AM Partners IV, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(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
 4,535,919 shares (2)

 

7.

Sole Dispositive Power
 0 shares

 

8.

Shared Dispositive Power
4,535,919 shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,535,919 shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0% (3)

 

 

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.

(2)               Includes 4,354,484 shares of Common Stock held by Ventures IV and 181,435 shares of Common Stock held by Co-Investors IV.  Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV.  Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020.

(3)               This percentage is calculated based upon 45,264,419 shares of Common Stock outstanding as of November 2, 2020 as indicated in the Issuer’s Form 10-Q filed on November 9, 2020.

 

4


 

CUSIP No. 438083107

 

 

1.

Names of Reporting Persons
Dr. John D. Diekman

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(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
 4,535,919 shares (2)

 

7.

Sole Dispositive Power
 0 shares

 

8.

Shared Dispositive Power
4,535,919 shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,535,919 shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0% (3)

 

 

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.

(2)               Includes 4,354,484 shares of Common Stock held by Ventures IV and 181,435 shares of Common Stock held by Co-Investors IV.  Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV.  Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020.

(3)               This percentage is calculated based upon 45,264,419 shares of Common Stock outstanding as of November 2, 2020 as indicated in the Issuer’s Form 10-Q filed on November 9, 2020.

 

5


 

CUSIP No. 438083107

 

 

1.

Names of Reporting Persons
Andrew J. Schwab

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(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
 4,535,919 shares (2)

 

7.

Sole Dispositive Power
 0 shares

 

8.

Shared Dispositive Power
4,535,919 shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,535,919 shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0% (3)

 

 

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.

(2)               Includes 4,354,484 shares of Common Stock held by Ventures IV and 181,435 shares of Common Stock held by Co-Investors IV.  Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV.  Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020.

(3)               This percentage is calculated based upon 45,264,419 shares of Common Stock outstanding as of November 2, 2020 as indicated in the Issuer’s Form 10-Q filed on November 9, 2020.

 

6


 

CUSIP No. 438083107

 

 

1.

Names of Reporting Persons
Dr. Scott M. Rocklage

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(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
 4,535,919 shares (2)

 

7.

Sole Dispositive Power
 0 shares

 

8.

Shared Dispositive Power
4,535,919 shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,535,919 shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0% (3)

 

 

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.

(2)               Includes 4,354,484 shares of Common Stock held by Ventures IV and 181,435 shares of Common Stock held by Co-Investors IV.  Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV.  Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020.

(3)               This percentage is calculated based upon 45,264,419 shares of Common Stock outstanding as of November 2, 2020 as indicated in the Issuer’s Form 10-Q filed on November 9, 2020.

 

7


 

Item 1.

 

(a)

Name of Issuer
Homology Medicines, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
On Patriots Park

Bedford, MA  01730

 

Item 2.

 

(a)

Name of Person Filing
5AM Ventures IV, L.P. (“Ventures IV”)

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
c/o 5AM Ventures

501 Second Street, Suite 350

San Francisco, CA 94107

 

(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
438083107

 

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.

 

8


 

Item 4.

Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

Reporting Persons

 

Shares Held
Directly

 

Sole
Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Beneficial
Ownership

 

Percentage
of Class (4)

 

Ventures IV (1) (3)

 

4,354,484

 

 

 

4,354,484

 

 

 

4,354,484

 

4,354,484

 

9.6

%

Co-Investors IV (2) (3)

 

181,435

 

 

 

181,435

 

 

 

181,435

 

181,435

 

0.4

%

Partners IV (1) (2) (3)

 

 

 

 

 

4,535,919

 

 

 

4,535,919

 

4,535,919

 

10.0

%

Diekman (1) (2) (3)

 

 

 

 

 

4,535,919

 

 

 

4,535,919

 

4,535,919

 

10.0

%

Schwab (1) (2) (3)

 

 

 

 

 

4,535,919

 

 

 

4,535,919

 

4,535,919

 

10.0

%

Rocklage (1) (2) (3)

 

 

 

 

 

4,535,919

 

 

 

4,535,919

 

4,535,919

 

10.0

%

 


(1)               Includes 4,354,484 shares of Common Stock held by Ventures IV.

(2)               Includes 181,435 shares of Common Stock held by Co-Investors IV.

(3)               Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV.  Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV.

(4)               This percentage is calculated based upon 45,264,419 shares of Common Stock outstanding as of November 2, 2020 as indicated in the Issuer’s Form 10-Q filed on November 9, 2020.

 

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   o.

 

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.

 

9


 

Item 10.

Certification

 

Not applicable.

 

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: February 16, 2021

 

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).

 

10


 

Exhibit(s):

 

A - Joint Filing Statement

 

11


 

EXHIBIT A

 

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 Homology Medicines, Inc. is filed on behalf of each of us.

 

Dated: February 16, 2021

 

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

 

 

 

 

12