SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Kariv Tomer

(Last)

(First)

(Middle)

C/O LOGICBIO THERAPEUTICS, INC.

610 MAIN ST., 3RD FLOOR

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/18/2018

3. Issuer Name and Ticker or Trading Symbol
LogicBio Therapeutics, Inc. [ LOGC ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	674,431	⁽¹⁾	I	By Pontifax Investment Fund⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	364,643	⁽¹⁾	I	By Pontifax Investment Fund⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	328,339	⁽¹⁾	I	By Pontifax Investment Fund⁽⁴⁾

Explanation of Responses:

1. Series B Convertible Preferred Stock is convertible into shares of common stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the registrant. There is no expiration date for the Series B Convertible Preferred Stock.

2. Represents shares of the Issuer held by Pontifax (Israel) IV, L.P. ("Israel IV"). Pontifax IV GP L.P. ("Pontifax IV") is the general partner of Israel IV. Pontifax Management 4 G.P. (2015) Ltd. ("Management 4") is the general partner of Pontifax IV. The Reporting Person is a Managing Partner of Management 4. By virtue of this relationship, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by Israel IV. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise of such portion of these securities in which he has no pecuniary interest.

3. Represents shares of the Issuer held by Pontifax (China) IV, L.P. ("China IV"). Pontifax IV is the general partner of China IV. Management 4 is the general partner of Pontifax IV. By virtue of this relationship, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by China IV. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Exchange Act or otherwise of such portion of these securities in which he has no pecuniary interest.

4. Represents shares of the Issuer held by Pontifax (Cayman) IV, L.P. ("Cayman IV"). Pontifax IV is the general partner of Cayman IV. Management 4 is the general partner of Pontifax IV. By virtue of this relationship, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by Cayman IV. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Exchange Act or otherwise of such portion of these securities in which he has no pecuniary interest.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Matthias Jaffe, as Attorney-In-Fact	10/18/2018
	** 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 5 (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.