Loose Christopher R. Form 4/A Frequency Therapeutics / Christopher R. Loose ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Loose Christopher R.

(Last) (First) (Middle)

C/O FREQUENCY THERAPEUTICS, INC.

75 HAYDEN AVE, SUITE 300

(Street)

LEXINGTON MA 02421

(City) (State) (Zip)

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

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/04/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/07/2023

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/04/2023		M		150,000	A	(1)	200,050	D
Common Stock	07/06/2023		S		1,384(2)	D	$0.34(3)	198,666	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	07/04/2023		M			150,000	(4)	(4)	Common Stock	150,000	(1)	0	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive one share of Issuer common stock.

2. Represents a portion of the shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the Restricted Stock Units pursuant to a Rule 10b5-1 trading plan entered into on March 22, 2022 and does not represent discretionary trades by the Reporting Person.

3. This transaction was executed in multiple trades through a broker-dealer at prices ranging from $0.33 to $0.35. The price reported in this column reflects the weighted average sales price. Upon request, the reporting person will provide to the SEC staff full information regarding the number of shares sold at each price.

4. The Restricted Stock Units fully vested on July 4, 2023 and do not have an expiration date.

Remarks:

This Form 4/A is being filed to correct (i) the vesting transaction dates, (ii) the number of Restricted Stock Units reported as vesting on Table II in columns 5 and 7, (iii) the aggregate derivatives following the transaction on Table II in column 9, (iv) the acquisition of shares on Table I in column 4, and (v) the aggregate securities following the transaction in column 5 of Table I.

	/s/ James P. Abely, Attorney-in-Fact for Christopher R. Loose	07/12/2023
	** 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 4 (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.