13D Filing: James E. Flynn and Homology Medicines Inc (FIXX)

CUSIP No.  438083107

Page 15 of 18 Pages

(7)       Deerfield
Management

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote:
5,227,035

Sole power to dispose or to direct the disposition:
0

Shared power to dispose or direct the disposition:
5,227,035

(8)        Flynn

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote:
5,227,035

Sole power to dispose or to direct the disposition:
0

Shared power to dispose or direct the disposition:
5,227,035

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 IIII, 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) Except as set forth in Items 3, 4 and
6 of this Schedule 13D, no Reporting Person has effected any transactions in the Common Stock during the past 60 days.

(d) Not applicable

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Pursuant
to the terms of the Investors’ Rights Agreement, Deerfield Healthcare Innovations Fund and Deerfield Private Design
Fund III (together with certain other investors party thereto) are entitled to rights with respect to the registration of
their Common Stock under the Securities Act of 1933, as amended. In addition, Cameron Wheeler, Ph.D., an employee of
Deerfield Management, was designated by Deerfield Healthcare Innovations Fund and Deerfield Private Design Fund III to serve
on the Company’s board of directors. Although Deerfield Private Design Fund III and Deerfield Healthcare Innovation
Fund’s right to designate directors to the board of directors of the Company terminated upon consummation of the
Company’s initial public offering, Dr. Wheeler continues to serve on the Company’s board of directors.

As an employee of Deerfield Management, all grants received
by Dr. Wheeler as a director of the Company are for the benefit of Deerfield Management. In this regard, on March 28, 2017, Dr.
Wheeler received stock options for the purchase of an aggregate of 31,160 shares of Common Stock, which grants are held for the
benefit and at the direction, of Deerfield Management.

Item 7.

Material to be Filed as Exhibits.

Exhibit 1

Amended and Restated Investor Rights Agreement, dated as of July 28, 2017, by and among Homology Medicines, Inc. and the investors named therein (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1/A filed with the Securities and Exchange Commission on March 23, 2018).