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.

 

2

 

 

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.

 

3

 

 

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.

 

4

 

 

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.

 

5

 

 

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.

 

6

 

 

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.

 

7

 

 

Item 1.
  (a)

Name of Issuer
Q32 Bio Inc.

(f/k/a Homology Medicines, Inc.)

  (b)

Address of Issuer’s Principal Executive Offices
830 Winter Street

Waltham, MA 02451

 
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

4 Embarcadero Center, Suite 3110
San Francisco, CA 94111

  (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.

 

9

 

 

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):

 

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 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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