X0306 4/A 2020-03-27 2020-09-29 0 0001678660 Prelude Therapeutics Inc PRLD 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 1 0 0001682115 OrbiMed Capital GP VI LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 1 0 Series B Preferred Stock 2020-03-27 4 P 0 3681822 A Common Stock 3681822 7363644 I See footnote Series C Preferred Stock 2020-08-21 4 P 0 1033084 A Common Stock 1033084 1033084 I See footnote The Reporting Person is reporting the purchases of these securities pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering. The number of securities reported reflects the one-for-1.1566 reverse stock split of the Issuer's Common Stock and convertible preferred stock that was effected on September 18, 2020. This report on Form 4 is jointly filed by OrbiMed Advisors and OrbiMed Capital GP VI LLC ("GP VI"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose. The Reporting Persons have designated a representative, David Bonita, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. These securities are held of record by OrbiMed Private Investments VI, L.P. ("OPI VI"). GP VI is the general partner of OPI VI and OrbiMed Advisors is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VI and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VI. OrbiMed Advisors LLC; By /s/ Douglas Coon, Chief Compl Ofcr, OrbiMed Capital GP VI LLC; By /s/ Douglas Coon, Chief Compl Ofcr. 2020-09-30