Insider filing report for Changes in Beneficial Ownership
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- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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. 3)*
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)
April 16, 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.
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).
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
1,825,170 (1) |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
1,825,170 (1) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,825,170 (1) |
||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.04% |
||
| 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
1,825,170 |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
1,825,170 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,825,170 |
||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.04% |
||
| 14 |
TYPE OF REPORTING PERSON
PN |
||
SCHEDULE 13D
| CUSIP No. 438083107 | Page 4 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
1,389,076 |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
1,389,076 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,389,076 |
||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.07% |
||
| 14 |
TYPE OF REPORTING PERSON
PN |
||
SCHEDULE 13D
| CUSIP No. 438083107 | Page 5 of 12 Pages |
& #xA0;
| 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
1,389,076 (2) |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
1,389,076 (2) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,389,076 (2) |
||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.07% |
||
| 14 |
TYPE OF REPORTING PERSON
PN |
||
(2) Comprised of shares held by Deerfield Healthcare Innovations Fund, L.P.
SCHEDULE 13D
| CUSIP No. 438083107 | Page 6 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
3,214,246 (3) |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
3,214,246 (3) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,214,246 (3) |
||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.11% |
||
| 14 |
TYPE OF REPORTING PERSON
PN |
||
(3) Comprised of 1,825,170 shares held by Deerfield Private Design Fund III, L.P. and 1,389,076 shares held by Deerfield Healthcare Innovations Fund, L.P.
SCHEDULE 13D
| CUSIP No. 438083107 | Page 7 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
3,214,246 (4) |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
3,214,246 (4) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,214,246 (4) |
||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.11% |
||
| 14 |
TYPE OF REPORTING PERSON
IN |
||
(4) Comprised of 1,825,170 shares held by Deerfield Private Design Fund III, L.P. and 1,389,076 shares held by Deerfield Healthcare Innovations Fund, L.P.
| CUSIP No. 438083107 | Page 8 of 12 Pages |
This Amendment No. 3 (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 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 Nos. 1 and 2 thereto filed on December 30, 2019 and January 31, 2020, respectively. Deerfield Private Design Fund III and Deerfield Healthcare Innovations Fund are collectively referred to herein as the “Funds”). As disclosed in Amendment No. 2 to the Schedule 13D, Deerfield Partners and Deerfield Mgmt ceased to beneficially own any shares of Common Stock as of January 30, 2020 and, therefore, are not reporting persons for purposes of this Amendment.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated as follows:
(a)
| (1) | Deerfield Mgmt III | ||
| Number of shares: | 1,825,170 (comprised of shares held by Deerfield Private Design Fund III) | ||
| Percentage of shares: | 4.04% | ||
| (2) | Deerfield Private Design Fund III | ||
| Number of shares: | 1,825,170 | ||
| Percentage of shares: | 4.04% | ||
| (3) | Deerfield Healthcare Innovations Fund | ||
| Number of shares: | 1,389,076 | ||
| Percentage of shares: | 3.07% | ||
| (4) | Deerfield Mgmt HIF | ||
| Number of shares: | 1,389,076 (comprised of shares held by Deerfield Healthcare Innovations Fund) | ||
| Percentage of shares: | 3.07% | ||
| (5) | Deerfield Management | ||
| Number of shares: | 3,214,246 (comprised of shares held by Deerfield Private Design Fund III and Deerfield Healthcare Innovations Fund) | ||
| Percentage of shares: | 7.11% | ||
| (6) | Flynn | ||
| Number of shares: | 3,214,246 (comprised of shares held by Deerfield Private Design Fund III and Deerfield Healthcare Innovations Fund) | ||
| Percentage of shares: | 7.11% | ||
| CUSIP No. 438083107 | Page 9 of 12 Pages |
(b)
| (1) | Deerfield Mgmt III | |
| Sole power to vote or direct the vote: 0 | ||
| Shared power to vote or direct the vote: 1,825,170 | ||
| Sole power to dispose or to direct the disposition: 0 | ||
| Shared power to dispose or direct the disposition: 1,825,170 | ||
| (2) | Deerfield Private Design Fund III | |
| Sole power to vote or direct the vote: 0 | ||
| Shared power to vote or direct the vote: 1,825,170 | ||
| Sole power to dispose or to direct the disposition: 0 | ||
| Shared power to dispose or direct the disposition: 1,825,170 | ||
| (3) | Deerfield Healthcare Innovations Fund | |
| Sole power to vote or direct the vote: 0 | ||
| Shared power to vote or direct the vote: 1,389,076 | ||
| Sole power to dispose or to direct the disposition: 0 | ||
| Shared power to dispose or direct the disposition: 1,389,076 | ||
| (4) | Deerfield Mgmt HIF | |
| Sole power to vote or direct the vote: 0 | ||
| Shared power to vote or direct the vote: 1,389,076 | ||
| Sole power to dispose or to direct the disposition: 0 | ||
| Shared power to dispose or direct the disposition: 1,389,076 | ||
| (5) | Deerfield Management | |
| Sole power to vote or direct the vote: 0 | ||
| Shared power to vote or direct the vote: 3,214,246 | ||
| Sole power to dispose or to direct the disposition: 0 | ||
| Shared power to dispose or direct the disposition: 3,214,246 | ||
| (6) | Flynn | |
| Sole power to vote or direct the vote: 0 | ||
| Shared power to vote or direct the vote: 3,214,246 | ||
| Sole power to dispose or to direct the disposition: 0 | ||
| Shared power to dispose or direct the disposition: 3,214,246 |
| CUSIP No. 438083107 | Page 10 of 12 Pages |
Flynn is the managing member of the general partner of each of Deerfield Mgmt III, Deerfield Mgmt HIF and Deerfield Management. Deerfield Mgmt III is the general partner of Deerfield Private Design Fund III, 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. All of the transactions reflected in Schedule A to this Amendment were effected in open market transactions on the Nasdaq Global Select Market in the ordinary course of the applicable Reporting Person’s business.
| 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: April 20, 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 MANAGEMENT COMPANY, L.P. | ||
| By: Flynn Management LLC, General Partner | ||
| By: | /s/ Jonathan Isler | |
| Name: | Jonathan Isler | |
| Title: | Attorney-in-Fact | |
| CUSIP No. 438083107 |
| 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 Private Design Fund III, L.P. |
3/4/2020 |
28,395 |
20.65 |
N/A |
|
Deerfield Healthcare Innovations Fund, L.P. |
3/4/2020 |
21,605 |
20.65 |
N/A |
|
Deerfield Private Design Fund III, L.P. |
4/15/2020 |
61,125 |
14.4941 |
14.00 - 14.50 |
|
Deerfield Healthcare Innovations Fund, L.P. |
4/15/2020 |
46,508 |
14.4941 |
14.00 - 14.50 |
|
Deerfield Private Design Fund III, L.P. |
4/15/2020 |
1,224 |
15.6026 |
15.00 - 15.975 |
|
Deerfield Healthcare Innovations Fund, L.P. |
4/15/2020 |
931 |
15.6026 |
15.00 - 15.975 |
|
Deerfield Private Design Fund III, L.P. |
4/16/2020 |
223,965 |
14.4916 |
14.115 - 15.08 |
|
Deerfield Healthcare Innovations Fund, L.P. |
4/16/2020 |
170,405 |
14.4916 |
14.115 - 15.08 |
|
Deerfield Private Design Fund III, L.P. |
4/16/2020 |
3,862 |
15.4002 |
15.40 -15.75 |
|
Deerfield Healthcare Innovations Fund, L.P. |
4/16/2020 |
2,939 |
15.4002 |
15.40 -15.75 |
|
Deerfield Private Design Fund III, L.P. |
4/17/2020 |
174,185 |
13.5569 |
13.495 - 14.045 |
|
Deerfield Healthcare Innovations Fund, L.P. |
4/17/2020 |
132,159 |
13.5569 |
13.495 - 14.045 |
|
Deerfield Private Design Fund III, L.P. |
4/17/2020 |
3,273 |
14.50 |
N/A |
| Deerfield Healthcare Innovations Fund, L.P. | 4/17/2020 | 2,483 | 14.50 | 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 50,000 shares of Common Stock on March 4, 2020 in a single transaction and the sale of 5,756 shares of Common Stock on April 17, 2020, 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).