SecProbe.io

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CORRESP

 Goodwin Procter LLP

100 Northern Avenue

 Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN HIGHLIGHTED IN THIS LETTER.

 June 1, 2018

FOIA Confidential Treatment Request

Pursuant to Rule 83 by AVROBIO, Inc.

VIA FEDERAL EXPRESS AND EDGAR

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Dorrie Yale

Re:
AVROBIO, Inc.

Registration Statement on Form S-1

File No. 333-225213

CIK No. 0001681087

 Dear Ms. Yale:

This letter is being submitted on behalf of AVROBIO, Inc. (the “Company”) to supplement the Company’s prior responses to
the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-1 filed on
May 25, 2018.

 On behalf of the Company, we are supplementally providing the following:

1.
A bona fide estimate of the range of the offering price for the shares of the Company’s common stock offered by the Registration Statement (before giving effect to a contemplated reverse stock split of the
Company’s common stock in connection with the offering), and a discussion of the factors that the Company believes led to the increase in the value of its common stock between the recent valuations of its common stock and the estimated price
range for the offering, attached hereto as Exhibit A.

 Ms. Dorrie Yale

Securities and Exchange Commission

 June 1, 2018

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 2

2.
For the Staff’s convenience, a table summarizing stock options granted between June 1, 2017 and the date hereof, which table reflects the issuance of options to purchase shares of common stock granted by the
Company, and which the Company has included in the Registration Statement, attached hereto as Exhibit B.

3.
Proposed language that the Company intends to include in a subsequent amendment to the Registration Statement listing the significant factors contributing to any difference between its most recent common stock
valuations as of March 31, 2017, August 31, 2017, October 24, 2017, January 31, 2018 and March 31, 2018, and the midpoint of the estimated price range for this offering (before giving effect to a contemplated reverse stock
split of the Company’s common stock in connection with the offering). The Company expects that such disclosure would be generally consistent with the currently contemplated disclosure attached hereto as Exhibit C.

The Company advises the Staff that the general approach taken by the Company in determining the fair value of its common stock, including as
of March 31, 2017, which the Company’s board of directors considered for stock option grants on June 13, 2017, June 26, 2017, July 10, 2017 and July 17, 2017, as of August 31, 2017, which was used for the
retrospective fair value assessment of the stock option grants on August 28, 2017, as of October 24, 2017, which was used for the retrospective fair value assessment of the stock option grants on October 4, 2017, October 17, 2017
and October 24, 2017, and as of March 31, 2018, which was used for the retrospective fair value assessment of the stock option grants on March 16, 2018, are set forth beginning on page 81 of the prospectus included in the Registration
Statement.

 As described in the Registration Statement, the Company’s common stock valuation as of March 31, 2017 was prepared
using the option-pricing method (“OPM”). The OPM treats common stock and preferred stock as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the
various holders of a company’s securities changes. Under this method, the common stock has value only if the funds available for distribution to members or stockholders exceed the value of the preferred stock liquidation preference at the time
of the liquidity event, such as a strategic sale or a merger. The future value of the common stock is discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value
for the common stock. For the August 31, 2017, October 24, 2017, January 31, 2018 and March 31, 2018 valuations, the Company used a hybrid method, which is a hybrid between the OPM and the probability-weighted expected return
method (“PWERM”). The hybrid method estimates the probability-weighted value across multiple scenarios but uses the OPM to estimate the allocation of value within at least one of the scenarios. The Company made this change as
greater certainty developed regarding a possible liquidity event. The PWERM methodology relies on a forward-

 2

 Ms. Dorrie Yale

Securities and Exchange Commission

 June 1, 2018

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 3

 looking analysis to predict the possible future value of a company. Under this method, discrete future
outcomes, such as an initial public offering (“IPO”), non-IPO scenarios, and a merger or sale are weighted based on the Company’s estimate of the probability of each scenario. In its
application of the hybrid method, the Company considered an IPO scenario under the PWERM framework, and a non-IPO scenario modeled using an OPM to reflect the full distribution of possible non-IPO outcomes. The hybrid method is useful when certain discrete future outcomes can be predicted, but also accounts for uncertainty regarding the timing or likelihood of specific alternative exit events.

March 31, 2017 Valuation

 The fair
value of the Company’s common stock of $0.22 per share as of March 31, 2017 was determined by the Company’s board of directors with the assistance of an independent third-party valuation firm. This valuation was used to support the
fair value of the Company’s common stock with respect to stock options granted on June 13, 2017, June 26, 2017, July 10, 2017 and July 17, 2017. This valuation utilized the market approach (recent transaction method) to
obtain the equity value of the Company. The valuation utilized the OPM to arrive at a common stock valuation before discounts. A discount for lack of marketability of 36% was then applied to the common stock value.

August 31, 2017 Valuation

 The fair
value of the Company’s common stock of $0.53 per share as of August 31, 2017 was retrospectively determined with the assistance of an independent third-party valuation firm. This valuation was used for the retrospective fair value
assessment of the stock option grants on August 28, 2017. This valuation utilized the hybrid method, which considered the value of the Company’s common stock in both IPO and non-IPO scenarios. The
present value of the Company’s common stock in an IPO scenario was calculated based on metrics observed from then-recent IPOs in the biotechnology industry. The value of the Company’s common stock in a
non-IPO scenario was calculated using the OPM. The valuation assumed a 10% probability of an IPO and a 90% probability of a non-IPO scenario. A discount for lack of
marketability of 20% and 30% was applied to the IPO and non-IPO scenarios, respectively.

 October 24, 2017
Valuation

 The fair value of the Company’s common stock of $0.99 per share as of October 24, 2017 was retrospectively
determined with the assistance of an independent third-party valuation firm. This valuation was used for the retrospective fair value assessment of the stock option grants on October 4, 2017, October 17, 2017 and October 24, 2017.
This valuation utilized the hybrid method, which considered the value of the Company’s common stock in both IPO and non-IPO scenarios. The present value of the Company’s common stock in an IPO
scenario was calculated based on metrics observed from then-recent IPOs in the biotechnology industry. The value of the Company’s common stock in a non-IPO scenario was calculated using the OPM. The

 Ms. Dorrie Yale

Securities and Exchange Commission

 June 1, 2018

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 valuation assumed a 15% probability of an IPO and an 85% probability of a
non-IPO scenario. A discount for lack of marketability of 17% and 25% was applied to the IPO and non-IPO scenarios, respectively.

January 31, 2018 Valuation

 The fair
value of the Company’s common stock of $1.21 per share as of January 31, 2018 was determined by the Company’s board of directors with the assistance of an independent third-party valuation firm. This valuation was used to support the
exercise prices of the Company’s common stock with respect to options granted on March 16, 2018, which grant date fair value of the common stock was retrospectively adjusted through the March 31, 2018 valuation. This valuation
utilized the hybrid method, which considered the value of the Company’s common stock in both IPO and non-IPO scenarios. The present value of the Company’s common stock in an IPO scenario was
calculated based on metrics observed from then-recent IPOs in the biotechnology industry. The value of the Company’s common stock in a non-IPO scenario was calculated using the OPM. The valuation assumed
a 25% probability of an IPO and a 75% probability of a non-IPO scenario. A discount for lack of marketability of 15% and 25% was applied to the IPO and non-IPO
scenarios, respectively.

 March 31, 2018 Valuation

The fair value of the Company’s common stock of $1.46 per share as of March 31, 2018 was determined with the assistance of an
independent third-party valuation firm. This valuation was used for the retrospective fair value assessment of the stock option grants on March 16, 2018. This valuation utilized the hybrid method, which considered the value of the
Company’s common stock in both IPO and non-IPO scenarios. The present value of the Company’s common stock in an IPO scenario was calculated based on metrics observed from then-recent IPOs in the
biotechnology industry. The value of the Company’s common stock in a non-IPO scenario was calculated using the OPM. The valuation assumed a 50% probability of an IPO and a 50% probability of a non-IPO scenario. A discount for lack of marketability of 12% and 25% was applied to the IPO and non-IPO scenarios, respectively.

The weighting attributed to the IPO scenarios in each of the valuations above reflected assessments as to the likelihood of an IPO and the
uncertainty concerning whether investors might be receptive to making an investment in the Company. The Company also considered macroeconomic and overall market conditions, including the Company’s subjective assessment of market conditions for
IPOs of companies similarly situated to the Company and the Company’s subjective assessment as to the likelihood of successfully executing an IPO in the coming months, among other factors.

The Company respectfully requests that the Staff return to us this letter and the information provided pursuant to Exhibits A, B
and C pursuant to Rule 418 of the Securities Act of 1933, as amended, once the Staff has completed its review. We have provided a self-

 Ms. Dorrie Yale

Securities and Exchange Commission

 June 1, 2018

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 addressed stamped envelope for this purpose. In addition, the Company requests confidential treatment under
17 C.F.R. § 200.83 (1992) for this letter and the information provided pursuant to Exhibits A, B and C of this letter and has submitted a separate request for confidential treatment in accordance
therewith to the Commission’s Office of Freedom and Information Privacy Act Operations.

 If you have any questions or comments
regarding the foregoing, or if there is any additional information that we might provide to assist the Staff’s review, please contact the undersigned at (617) 570-1483.

Sincerely,

/s/ James Xu

James Xu

Goodwin Procter LLP

cc:
Rolf Sundwall, United States Securities and Exchange Commission

 Jim Rosenberg,
United States Securities and Exchange Commission

 Suzanne Hayes, United States Securities and Exchange Commission

Geoff MacKay, AVROBIO, Inc.

Katina Dorton, AVROBIO, Inc.

Arthur R. McGivern, Goodwin Procter LLP

 Ms. Dorrie Yale

Securities and Exchange Commission

 June 1, 2018

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 Exhibit A

The Company supplementally advises the Staff that the estimated price range for the common stock in the Company’s proposed initial public
offering (“IPO”) is between $[***] to $[***] per share. Please note that while the Company expects to effect a reverse stock split prior to the initial public offering, the price range above does not reflect the impact of the anticipated
reverse stock split. This estimated bona fide price range is based on a number of factors, including the prevailing market conditions and estimates of the Company’s business potential, the general condition of the securities market, the
recent market prices of, and the demand for, publicly-traded common stock of generally comparable companies and preliminary discussions with the underwriters for this offering regarding potential valuations of the Company. The actual bona
fide price range to be included in a subsequent amendment to the Registration Statement has not yet been determined and remains subject to adjustment based on factors outside of the Company’s control. However, the Company believes that the
actual bona fide price range will be within this estimated bona fide price range. In addition, the actual price range to be included in such amendment will comply with the Staff’s interpretation regarding the parameters of a
bona fide price range.

 With respect to the price range set forth above, the Company notes that, as is typical in initial public
offerings, the estimated price range for its offering was not derived using a formal determination of fair value, but was determined based upon discussions between the Company and the underwriters. Among the factors considered in setting the
estimated range were prevailing market conditions, estimates of the Company’s business potential, progress in its research and development programs and developments in its business, the general condition of the securities market and the market
prices of, and demand for, publicly-traded common stock of generally comparable companies.

 In addition, the Company believes the
difference in value reflected between the estimated price range and the determination of the fair value of its common stock as of March 31, 2018 is primarily the result of the following factors:

•

Significant progress continued in the ongoing investigator-sponsored Phase 1 clinical trial of AVR-RD-01 for Fabry disease. For example,
the Company received twelve-month enzyme activity and vector copy number (“VCN”) data as well as 14-month bone marrow clone and VCN data from the first patient in the trial, and three-month
enzyme activity and VCN data from the second patient in the trial. In addition, consent was received from the third patient to participate in the trial.

•

 Significant progress was also made in the Company’s planned Phase 2 clinical trial of AVR-RD-01 for Fabry disease. For example, following approval of the clinical trial application (“CTA”) from Health Canada in the fourth quarter of 2017, the
Company initiated and opened centers in two participating countries. The Company also

 Ms. Dorrie Yale

Securities and Exchange Commission

 June 1, 2018

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determined the timeframe for the planned commencement of dosing in this trial, which is expected to occur in [***].

•

The outcome from the Company’s pre-CTA meeting with Health Canada related to its Gaucher program was positive, and the Company completed the data package for chemistry,
manufacturing and controls, and pre-clinical and clinical. The Company continues to prepare to file its CTA and commence dosing in its planned clinical trial for the Gaucher program.

•

The Company advanced the readiness of its manufacturin