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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*
Clarus Lifesciences III, L.P.
(Last) (First) (Middle)
101 MAIN STREET, SUITE 1210
(Street)
CAMBRIDGE MA 02142
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/20/2018 		3. Issuer Name and Ticker or Trading Symbol
AVROBIO, Inc. [ AVRO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 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)
Form filed by One Reporting Person
X 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) (1) Common Stock 9,435,150 (1) I See Footnote(2)
Series B Preferred Stock (1) (1) Common Stock 2,805,179 (1) I See Footnote(2)
1. Name and Address of Reporting Person*
Clarus Lifesciences III, L.P.
(Last) (First) (Middle)
101 MAIN STREET, SUITE 1210
(Street)
CAMBRIDGE MA 02142
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clarus Ventures III GP, L.P.
(Last) (First) (Middle)
101 MAIN STREET, SUITE 1210
(Street)
CAMBRIDGE MA 02142
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clarus Ventures III, LLC
(Last) (First) (Middle)
101 MAIN STREET, SUITE 1210
(Street)
CAMBRIDGE MA 02142
(City) (State) (Zip)
Explanation of Responses:
1. All series of Convertible Preferred Stock shall automatically convert on a 4.132-for-1 basis into shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering and have no expiration date.
2. The shares are held directly by Clarus Lifesciences III, L.P. ("Clarus"). The general partner of Clarus is Clarus Ventures III GP, L.P. ("GPLP"). Clarus Ventures III, LLC ("LLC") is the general partner of GPLP. Each of Nicholas Galakatos, Dennis Henner, Robert Liptak, Scott Requadt, Nicholas Simon, and Kurt Wheeler, as individual managing directors of the LLC, may be deemed to beneficially own certain of the shares held of record by Clarus. Each of Messrs. Galakatos, Henner, Liptak, Requadt, Simon and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which he does not have an actual pecuniary interest. Mr. Requadt is a member of LLC and a member of the Issuer's board of directors. Mr. Requadt disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein, if any.
Remarks:
Exhibit 24 - Power of Attorney
Clarus Lifesciences III, L.P., BY: its General Partner, Clarus Ventures III GP, L.P., BY: its General Partner, Clarus Ventures III, LLC, By: Robert Liptak, Managing Director, /s/ Robert Liptak 06/20/2018
Clarus Ventures III GP, L.P., BY: its General Partner, Clarus Ventures III, LLC, By: Robert Liptak, Managing Director, /s/ Robert Liptak 06/20/2018
Clarus Ventures III, LLC, By: Robert Liptak, Managing Director, /s/ Robert Liptak 06/20/2018
** 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.
                                   EXHIBIT 24
                               POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Robert Liptak with full power to act singly, his
true and lawful attorney-in-fact, with full power of substitution, to: (i) sign
any and all instruments, certificates and documents that may be necessary,
desirable or appropriate to be executed on behalf of himself as an individual or
in his capacity as a general partner of any partnership or limited liability
company, pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as
amended, and any and all regulations promulgated thereunder, (ii) file the same
(including any amendments thereto), with all exhibits thereto, and any other
documents in connection therewith, with the Securities and Exchange Commission,
and any stock exchange or similar authority and (iii) take any other action of
any type whatsoever in connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this power of
attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact's discretion,
granting unto said attorney-in-fact full power and authority to do and perform
each and every act and thing necessary, desirable or appropriate.

Each of the undersigned hereby grant to the attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact or such attorney-
in-fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted. This
power of attorney shall remain in full force and effect until revoked by the
undersigned in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 9th day of
February, 2017.

                                        /s/ Nicholas Galakatos
                                        ----------------------------------------
                                        Nicholas Galakatos

                                        /s/ Dennis Henner
                                        ----------------------------------------
                                        Dennis Henner

                                        /s/ Nick Simon
                                        ----------------------------------------
                                        Nick Simon

                                        /s/ Scott Requadt
                                        ----------------------------------------
                                        Scott Requadt

                                        /s/ Kurt Wheeler
                                        ----------------------------------------
                                        Kurt Wheeler