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Filing Details

Accession Number:: 0001214659-20-005727
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-06-17 17:00:06
Reporting Period:: 2020-06-16

Accepted Time:: 2020-06-17 17:00:06
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1733294	Generation Bio Co.	GBIO	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
909661	Farallon Capital Management Llc	One Maritime Plaza Suite 2100 San Francisco CA 94111	No	No	No	No
1040153	C/Ca L L Partners Farallon	One Maritime Plaza Suite 2100 San Francisco CA 94111	No	No	No	No
1245637	B Richard Fried	C/O Farallon Capital Management, L.l.c. One Maritime Plaza, Suite 2100 San Francisco CA 94111	No	No	No	No
1275110	A Rajiv Patel	C/O Farallon Capital Management, L.l.c. One Maritime Plaza, Suite 2100 San Francisco CA 94111	No	No	No	No
1453042	Jr. G. Thomas Roberts	C/O Farallon Capital Management, L.l.c. One Maritime Plaza, Suite 2100 San Francisco CA 94111	No	No	No	No
1495856	G Michael Linn	C/O Farallon Capital Management, L.l.c. One Maritime Plaza, Suite 2100 San Francisco CA 94111	No	No	No	No
1595643	T David Kim	C/O Farallon Capital Management, L.l.c. One Maritime Plaza, Suite 2100 San Francisco CA 94111	No	No	No	No
1611816	B. Michael Fisch	C/O Farallon Capital Management, L.l.c. One Maritime Plaza, Suite 2100 San Francisco CA 94111	No	No	No	No
1693981	D Philip Dreyfuss	C/O Farallon Capital Management, L.l.c. One Maritime Plaza, Suite 2100 San Francisco CA 94111	No	No	No	No
1814952	Zone Healthcare Holdings, Llc	C/O Farallon Capital Management, L.l.c. One Maritime Plaza, Suite 2100 San Francisco CA 94111	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2020-06-16	1,518,819	$0.00	1,518,819	No	4	C	Direct
Common Stock	Acquisiton	2020-06-16	400,000	$19.00	1,918,819	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series C Preferred Stock	Disposition	2020-06-16	2,682,691	$0.00	1,518,819	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	1,518,819	Indirect	See Footnotes
Common Stock	1,918,819	Indirect	See Footnotes

Reported Derivative Holdings

Show Other Fields >>

Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Series C Preferred Stock	$0.00			1,518,819	0	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	1,518,819	0	Indirect

Footnotes

On June 16, 2020, Generation Bio Co. (the "Issuer") announced the completion of its initial public offering (the "IPO"). Upon the IPO, the outstanding Series C Preferred Stock of the Issuer converted automatically into shares of Common Stock of the Issuer on a 1.7663-for-one basis without payment of further consideration. The Series C Preferred Stock had no expiration date.
The entities and individuals identified in the footnotes to this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such a group.
Since the number of reporting persons that may be listed on a Form 4 is limited, the entities and individuals listed in these footnotes that are not reporting persons on this Form 4 are filing one or more additional Forms 4 on the date hereof as reporting persons with respect to the securities described herein (each, a "Parallel Form 4"). Information regarding these entities and individuals is included in this Form 4 for purposes of clarification and convenience only, and is duplicative of the information reported in any Parallel Form 4.
The amount of securities shown in this row is owned directly by Zone Healthcare Holdings, LLC ("ZHH LLC").
Farallon Capital Management, L.L.C. (the "Management Company"), as the manager of ZHH LLC, may be deemed to be a beneficial owner of the Issuer's securities held by ZHH LLC. The Management Company disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except to the extent of its pecuniary interest, if any.
The members of ZHH LLC are FCP SS 2019, LLC ("FCP SS"), FCIP SS 2019, LLC ("FCIP SS"), FCOI II SS 2019, Ltd. ("FCOI II SS"), Farallon Capital Institutional Partners, II, L.P. ("FCIP II"), Farallon Capital Institutional Partners III, L.P. ("FCIP III"), Four Crossings Institutional Partners V, L.P. ("FCIP V"), Farallon Special Situation Partners VI, L.P. ("FSSP VI") and Farallon Special Situations Master Fund, L.P. ("FSSF"). Each such member of ZHH LLC disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act or otherwise.
The sole member of FCP SS is Farallon Capital Partners, L.P. ("FCP"). The sole member of FCIP SS is Farallon Capital Institutional Partners, L.P. ("FCIP"). The sole member of FCOI II SS is Farallon Capital Offshore Investors II, L.P. ("FCOI II"). Each of FCP, FCIP and FCOI II disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act or otherwise.
Farallon Partners, L.L.C. (the "Farallon General Partner"), as the general partner of each of FCP, FCIP, FCIP II, FCIP III and FCOI II, the sole member of the respective general partners of FCIP V and FSSP VI and the sole member of the director of FCOI II SS, may be deemed to be a beneficial owner of the Issuer's securities held indirectly by each of FCP, FCIP, FCIP II, FCIP III, FCOI II, FCIP V and FSSP VI. The Farallon General Partner disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act, or otherwise, except to the extent of its pecuniary interest, if any.
Each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren, and Mark C. Wehrly (collectively, the "Managing Members"), as a managing member or senior managing member, as the case may be, of the Management Company and the Farallon General Partner, and a manager or senior manager, as the case may be, of the respective general partners of FCIP V, FSSP VI and FSSF, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by ZHH LLC. Each of the Managing Members disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his pecuniary interest, if any.
Due to the dilutive effect of the IPO, as of the completion of the IPO no reporting person on or otherwise referred to in this Form 4 or any Parallel Form 4 has beneficial ownership of more than 10% of the outstanding class of Common Stock.