Korro Bio (KRRO) Form 3 Frequency Therapeutics / Jeffrey M. Karp ownership change

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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Karp Jeffrey M.

(Last) (First) (Middle)

C/O FREQUENCY THERAPEUTICS, INC.,

19 PRESIDENTIAL WAY, 2ND FLOOR

(Street)

WOBURN MA 01801

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2019

3. Issuer Name and Ticker or Trading Symbol
Frequency Therapeutics, Inc. [ FREQ ]

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)

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)
Common Stock	296,934	D

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
Stock Option	(1)	06/28/2027	Common Stock	42,313	0.61	D
Stock Option	(2)	05/21/2028	Common Stock	180,139	0.61	D
Stock Option	(3)	04/16/2029	Common Stock	120,090	3.37	D

Explanation of Responses:

1. The option vests and becomes exercisable in equal monthly installments over a four year period commencing on February 1, 2017, and will be fully vested and exercisable on January 1, 2021.

2. The option vests and becomes exercisable in equal monthly installments over a four year period commencing on February 1, 2018, and will be fully vested and exercisable on January 1, 2022.

3. The option vests and becomes exercisable in equal monthly installments over a two year period commencing on February 1, 2019, and will be fully vested and exercisable on January 1, 2021.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Michael D. Bookman, Attorney-in-Fact for Jefffrey M. Karp	10/02/2019
	** 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.