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* Third Rock Ventures III, L.P. (Last) (First) (Middle) 29 NEWBURY STREET (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/10/2015	3. Issuer Name and Ticker or Trading Symbol Voyager Therapeutics, Inc. [ VYGR ]
		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)
Common Stock	472,941	D(1)

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	(2)	(2)	Common Stock	10,588,235	(2)	D(1)

1. Name and Address of Reporting Person* Third Rock Ventures III, L.P. (Last) (First) (Middle) 29 NEWBURY STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Third Rock Ventures GP III, L.P. (Last) (First) (Middle) 29 NEWBURY STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* TRV GP III, LLC (Last) (First) (Middle) 29 NEWBURY STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* STARR KEVIN P (Last) (First) (Middle) 29 NEWBURY STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* TEPPER ROBERT I (Last) (First) (Middle) 29 NEWBURY STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

Explanation of Responses:

1. The shares are directly held by Third Rock Ventures III, L.P. ("TRV III"). The general partner of TRV III is Third Rock Ventures GP III, L.P. ("TRV GP III LP"). The general partner of TRV GP III LP is TRV GP III, LLC ("TRV GP III LLC"). The individual managers of TRV GP III LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper") and, as such, each of TRV GP III LP and TRV GP III LLC, Levin, Starr and Tepper exercises shared voting and investment power over the shares held of record by TRV III. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any.

2. Each share of the Series A Preferred Stock is convertible into Common Stock on a 1-for-4.25 basis automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

Remarks:

	/s/ Third Rock Ventures III, L.P. by Third Rock Ventures GP III, L.P. its general partner by TRV GP III, LLC its general partner	11/10/2015
	/s/ Third Rock Ventures GP III, L.P. by TRV GP III, LLC its general partner	11/10/2015
	/s/ TRV GP III, LLC	11/10/2015
	/s/ Kevin Gillis by power of attorney for Kevin Starr	11/10/2015
	/s/ Kevin Gillis by power of attorney for Robert I. Tepper	11/10/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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