SEC FORM 3

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^*

Vaddi Krishna

(Last)

(First)

(Middle)

C/O PRELUDE THERAPEUTICS INCORPORATED

200 POWDER MILL ROAD

(Street)

WILMINGTON

19801

(City)

(State)

(Zip)

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CEO

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	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)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
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.
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