Sec Form 13G Filing - Novartis Institutes for BioMedical Research Inc. filing for Q32 BIO INC (QTTB) - 2020-03-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 438083107

13G

1.

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Novartis Institutes for BioMedical Research, Inc.

2.

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

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
1,979,226

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
1,979,226

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,979,226

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)
4.5% (1)

12.

Type of Reporting Person (See Instructions)
CO

CUSIP No. 438083107

13G

1.

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Novartis AG

2.

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

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Switzerland

0;

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
1,979,226

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
1,979,226

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,979,226

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)
4.5% (1)

12.

Type of Reporting Person (See Instructions)
CO

CUSIP No. 438083107

13G

Item 1.

(a)

Name of Issuer

Homology Medicines, Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices

1 Patriots Park, Bedford, MA 01730

Item 2.

(a)

Name of Person Filing

This statement is filed on behalf of the following persons with respect to shares of Common Stock of the Issuer:

(i) Novartis Institutes for BioMedical Research, Inc. (“NIBRI”), a Delaware corporation, with respect to shares held by it; and

(ii) Novartis AG, a Switzerland corporation, as the publicly owned parent of NIBRI, with respect to the shares held by NIBRI.

The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.”

(b)

Address of the Principal Office or, if none, Residence

The address of the principal business office of NIBRI is 250 Massachusetts Avenue, Cambridge, MA 02139.

The address of the principal business office of Novartis AG is Lichtstrasse 35, 4056 Basel, Switzerland.

(c)

Citizenship

NIBRI is a corporation organized under the laws of Delaware and is an indirect wholly-owned subsidiary of Novartis AG.

Novartis AG is a corporation organized under the laws of Switzerland and is the publicly owned parent of NIBRI.

(d)

Title of Class of Securities

Common Stock, par value $0.0001 per share (“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.

CUSIP No. 438083107

13G

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.

(a)

Amount beneficially owned:   

NIBRI is the record owner of 1,979,226 shares of Common Stock of the Issuer. As the indirect parent of NIBRI, Novartis AG may be deemed to beneficially own these securities.

(b)

Percent of class:   

4.5%, based upon 44,034,647 shares of the Issuer’s common stock outstanding as of November 5, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

Not applicable

(ii)

Shared power to vote or to direct the vote:

1,979,226

(iii)

Sole power to dispose or to direct the disposition of:

Not applicable

(iv)

Shared power to dispose or to direct the disposition of:

1,979,226

Item 5.

Ownership of 5 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 5 percent of the class of securities, check the following   x.

Item 6.

Ownership of More than 5 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 a Group.

Not applicable.

CUSIP No. 438083107

13G

Item 10.

Certification.

Not applicable.

Exhibit Number

Exhibit Description

99.1

Joint Filing Agreement