Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GRAYZEL DAVID S.

(Last)

(First)

(Middle)

Q32 BIO INC.

830 WINTER STREET

(Street)

WALTHAM

MA

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Q32 Bio Inc. [ QTTB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$16.82	02/24/2025		D⁽¹⁾			12,767	⁽²⁾	03/24/2034	Common Stock	12,767	$0⁽¹⁾	0	D⁽³⁾
Stock Option (Right to Buy)	$2.54⁽⁴⁾	02/24/2025		A⁽¹⁾		12,767		⁽²⁾	03/24/2034	Common Stock	12,767	$0⁽¹⁾	12,767	D⁽³⁾
Stock Option (Right to Buy)	$18	02/24/2025		D⁽¹⁾			2,569	⁽²⁾	03/31/2034	Common Stock	2,569	$0⁽¹⁾	0	D⁽³⁾
Stock Option (Right to Buy)	$2.54⁽⁴⁾	02/24/2025		A⁽¹⁾		2,569		⁽²⁾	03/31/2034	Common Stock	2,569	$0⁽¹⁾	2,569	D⁽³⁾
Stock Option (Right to Buy)	$3.2	01/15/2025		A⁽⁵⁾		18,595		⁽⁵⁾	01/14/2035	Common Stock	18,595	$0⁽¹⁾	18,595	D⁽³⁾
Stock Option (Right to Buy)	$3.2	02/24/2025		D⁽¹⁾			18,595	⁽²⁾	01/14/2035	Common Stock	18,595	$0⁽¹⁾	0	D⁽³⁾
Stock Option (Right to Buy)	$2.54⁽⁴⁾	02/24/2025		A⁽¹⁾		18,595		⁽²⁾	01/14/2035	Common Stock	18,595	$0⁽¹⁾	18,595	D⁽³⁾

Explanation of Responses:

1. On February 24, 2025, the Issuer's board of directors approved an option repricing ("Repricing Date"). All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable.

2. This stock option award was issued pursuant to the Q32 Bio Inc. 2017 Stock Option and Grant Plan (the "2017 Plan") or the Q32 Bio Inc. 2024 Stock Option and Incentive Plan (the "2024 Plan"), as applicable, and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on applicable Form 4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date.

3. This option was granted to the Reporting Person, a director of the Issuer. The proceeds of any sale of shares of common stock issued to the Reporting Person upon exercise of this option will be transferred to Atlas Venture Life Science Advisors, LLC and as such, the Reporting Person disclaims ownership of such securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of his pecuniary interest therein, if any.

4. The exercise price of the option is $2.54 per share, representing the fair market value per share of the Issuer's Common Stock on the Repricing Date; provided that in the event (i) the option is exercised prior to the one-year anniversary of the Repricing Date, (ii) the Reporting Person's employment is terminated by the Company prior to the one-year anniversary of the Repricing Date due to Cause (as defined in the 2024 Plan) or (iii) the Reporting Person resigns for any reason prior to the one-year anniversary of the Repricing Date, the exercise price will be increased to the exercise price of the cancelled option in exchange for which this option was granted.

5. This option was granted to the Reporting Person, a director of the Issuer pursuant to the 2024 Plan and pursuant to the Issuer's non-employee director compensation policy. This option represents the Reporting Person's election to receive stock options in lieu of cash retainer fees Due to administrative oversight this option award initially was not reported. This option shall vest in four equal quarterly installments as of the last date of each calendar quarter subject to the Reporting Person's continued board service through such date.

	/s/ Eric Bell, Attorney-in-Fact	02/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.