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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/24/2020 | 3. Issuer Name and Ticker or Trading Symbol Prelude Therapeutics Inc [ PRLD ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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 | 1,045,519(1) | D | |
| Common Stock | 423,655 | I | By Trust(2) |
| Common Stock | 518,900 | I | By Trust(3) |
| Common Stock | 518,898 | I | By Trust(4) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Director Stock Option (right to buy) | (5) | 02/27/2027 | Common Stock | 12,969 | 0.31 | D | |
| Director Stock Option (right to buy) | (6) | 06/16/2029 | Common Stock | 572,799 | 1.89 | D | |
| Director Stock Option (right to buy) | (7) | 03/26/2030 | Common Stock | 572,798 | 1.89 | D | |
| Director Stock Option (right to buy) | (8) | 09/01/2030 | Common Stock | 720,327 | 12.85 | D | |
| Series A Preferred Stock | (9) | (9) | Common Stock | 101,477 | (9) | I | See Footnote(10) |
| Series A Preferred Stock | (9) | (9) | Common Stock | 32,876 | (9) | I | By Trust(3) |
| Series A Preferred Stock | (9) | (9) | Common Stock | 32,876 | (9) | I | By Trust(4) |
| Explanation of Responses: |
| 1. Certain of the shares are subject to forfeiture to the Issuer if underlying vesting conditions are not met. |
| 2. The Reporting Person is a beneficiary of the Dolphin City Trust. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes. |
| 3. The Reporting Person is the investment advisor of the Blue Sky Trust. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes. |
| 4. The Reporting Person is the investment advisor of the Brocade Trust. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes. |
| 5. The stock option is fully vested as of February 28, 2017. |
| 6. The stock option vested as to 25% of the total shares on May 31, 2020, and thereafter vests as to 1/48 of the total shares on the last day of each month until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| 7. The stock option vests as to 25% of the total shares on March 6, 2021, and thereafter vests as to 1/48 of the total shares monthly until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| 8. The stock option vests as to 25% of the total shares on September 24, 2021, and thereafter vests as to 1/48 of the total shares monthly until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| 9. Each share of the Issuer's Series A Preferred Stock will automatically convert into 1 share of the Issuer's Common Stock immediately prior to the closing of the issuer's initial public offering and has no expiration date. |
| 10. Sidus Ventures LLC ("Sidus") holds 101,477 shares of Series A Preferred Stock of the Issuer. The reporting person is the manager of Sidus. The reporting person disclaims beneficial ownership over such shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such shares. |
| Remarks: |
| /s/ Brian Piper, as Attorney-in-Fact for Krishna Vaddi | 09/24/2020 | |
| ** 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. | ||