0001638599-20-000842.txt : 20200930 0001638599-20-000842.hdr.sgml : 20200930 20200930183730 ACCESSION NUMBER: 0001638599-20-000842 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200327 FILED AS OF DATE: 20200930 DATE AS OF CHANGE: 20200930 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER BROS. ADVISORS LP CENTRAL INDEX KEY: 0001263508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39527 FILM NUMBER: 201213704 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2123395600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 FORMER NAME: FORMER CONFORMED NAME: BAKER BROS ADVISORS LLC DATE OF NAME CHANGE: 20030911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 667, L.P. CENTRAL INDEX KEY: 0001551139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39527 FILM NUMBER: 201213705 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 212-339-5600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Bros. Advisors (GP) LLC CENTRAL INDEX KEY: 0001580575 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39527 FILM NUMBER: 201213706 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: (212)339-5600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Brothers Life Sciences LP CENTRAL INDEX KEY: 0001363364 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39527 FILM NUMBER: 201213707 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 212-339-5600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER FELIX CENTRAL INDEX KEY: 0001087940 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39527 FILM NUMBER: 201213708 MAIL ADDRESS: STREET 1: BAKER BROS. ADVISORS LP STREET 2: 860 WASHINGTON STREET 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER JULIAN CENTRAL INDEX KEY: 0001087939 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39527 FILM NUMBER: 201213709 MAIL ADDRESS: STREET 1: BAKER BROS. ADVISORS LP STREET 2: 860 WASHINGTON STREET 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Prelude Therapeutics Inc CENTRAL INDEX KEY: 0001678660 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 811384762 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 200 POWDER MILL ROAD CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: (302) 547-3768 MAIL ADDRESS: STREET 1: 200 POWDER MILL ROAD CITY: WILMINGTON STATE: DE ZIP: 19803 FORMER COMPANY: FORMER CONFORMED NAME: Prelude Therapeutics Inc. DATE OF NAME CHANGE: 20160630 4 1 doc4_6886.xml PRIMARY DOCUMENT X0306 4 2020-03-27 0 0001678660 Prelude Therapeutics Inc PRLD 0001263508 BAKER BROS. ADVISORS LP 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001551139 667, L.P. 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001580575 Baker Bros. Advisors (GP) LLC 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001363364 Baker Brothers Life Sciences LP 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001087940 BAKER FELIX 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001087939 BAKER JULIAN 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 Common Stock 2020-09-29 4 C 0 329478 A 350169 I See Footnotes Common Stock 2020-09-29 4 C 0 2965263 A 3151483 I See Footnotes Common Stock 2020-09-29 4 C 0 370552 A 720721 I See Footnotes Common Stock 2020-09-29 4 C 0 4047634 A 7199117 I See Footnotes Common Stock 2020-09-29 4 C 0 45524 A 766245 I See Footnotes Common Stock 2020-09-29 4 C 0 574327 A 7773444 I See Footnotes Common Stock 2020-09-29 4 P 0 104628 19.00 A 870873 I See Footnotes Common Stock 2020-09-29 4 P 0 1474319 19.00 A 9247763 I See Footnotes Series B Preferred Stock 2020-03-27 4 P 0 308793 3.9324 A Common Stock or Non-Voting Common Stock 308793 308793 I See Footnotes Series B Preferred Stock 2020-03-27 4 P 0 3373029 3.9324 A Common Stock or Non-Voting Common Stock 3373029 3373029 I See Footnotes Series C Preferred Stock 2020-08-21 4 P 0 75873 14.5196 A Common Stock or Non-Voting Common Stock 75873 75873 I See Footnotes Series C Preferred Stock 2020-08-21 4 P 0 957211 14.5196 A Common Stock or Non-Voting Common Stock 957211 957211 I See Footnotes Non-Qualified Stock Option (right to buy) 12.85 2020-09-24 4 A 0 46688 0 A 2030-09-01 Common Stock 46688 46688 I See Footnotes Series A Convertible Preferred Stock 2020-09-29 4 C 0 329478 D Common Stock 329478 0 I See Footnotes Series A Convertible Preferred Stock 2020-09-29 4 C 0 2965263 D Common Stock 2965263 0 I See Footnotes Series A Convertible Preferred Stock 2020-09-29 4 C 0 219653 D Non-Voting Common Stock 219653 0 I See Footnotes Non-Voting Common Stock 2020-09-29 4 C 0 219653 A Common Stock 219653 219653 I See Footnotes Series A Convertible Preferred Stock 2020-09-29 4 C 0 1976841 D Non-Voting Common Stock 1976841 0 I See Footnotes Non-Voting Common Stock 2020-09-29 4 C 0 1976841 A Common Stock 1976841 1976841 I See Footnotes Series B Convertible Preferred Stock 2020-09-29 4 C 0 370552 D Common Stock 370552 0 I See Footnotes Series B Convertible Preferred Stock 2020-09-29 4 C 0 4047634 D Common Stock 4047634 0 I See Footnotes Series B Convertible Preferred Stock 2020-09-29 4 C 0 247034 D Non-Voting Common Stock 247034 0 I See Footnotes Non-Voting Common Stock 2020-09-29 4 C 0 247034 A Common Stock 247034 466687 I See Footnotes Series B Convertible Preferred Stock 2020-09-29 4 C 0 2698424 D Non-Voting Common Stock 2698424 0 I See Footnotes Non-Voting Common Stock 2020-09-29 4 C 0 2698424 A Common Stock 2698424 4675265 I See Footnotes Series C Convertible Preferred Stock 2020-09-29 4 C 0 45524 D Common Stock 45524 0 I See Footnotes Series C Convertible Preferred Stock 2020-09-29 4 C 0 574327 D Common Stock 574327 0 I See Footnotes Series C Convertible Preferred Stock 2020-09-29 4 C 0 30349 D Non-Voting Common Stock 30349 0 I See Footnotes Non-Voting Common Stock 2020-09-29 4 C 0 30349 A Common Stock 30349 497036 I See Footnotes Series C Convertible Preferred Stock 2020-09-29 4 C 0 382884 D Non-Voting Common Stock 382884 0 I See Footnotes Non-Voting Common Stock 2020-09-29 4 C 0 382884 A Common Stock 382884 5058149 I See Footnotes Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. Series A Convertible Preferred Stock ("Series A Preferred") of Prelude Therapeutics Incorporated (the "Issuer") automatically converted on a 1-for-1 basis ("Series A Preferred Conversion Ratio") without payment or further consideration immediately prior to the close of the Issuer's initial public offering ("IPO") into voting common stock of the Issuer ("Common Stock"). The Funds elected to automatically convert immediately prior to the IPO into the number of shares of Common Stock shown in column 5 of Table I. The Series A Preferred had no expiration date. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital L.P. and (ii) Life Sciences, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I beneficially owned by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. Series B Convertible Preferred Stock ("Series B Preferred") of the Issuer automatically converted on a 1-for-1 basis ("Series B Preferred Conversion Ratio") without payment or further consideration immediately prior to the close of the IPO into Common Stock. The Funds elected to automatically convert immediately prior to the IPO into the number of shares of Common Stock shown in column 5 of Table I. The Series B Preferred had no expiration date. Series C Convertible Preferred Stock ("Series C Preferred") of the Issuer automatically converted on a 1-for-1 basis ("Series C Preferred Conversion Ratio") without payment or further consideration immediately prior to the close of the IPO into Common Stock. The Funds elected to automatically convert immediately prior to the IPO into the number of shares of Common Stock shown in column 5 of Table I. The Series C Preferred had no expiration date. 667 and Life Sciences purchased 104,628 and 1,474,319 shares of Common Stock, respectively, for $19.00 per share pursuant to the IPO that closed on September 29, 2020. Pursuant to Instruction 4(c)(iii), this response has been left blank. Series A Preferred automatically converted at the Series A Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into non-voting common stock of the Issuer ("Non-Voting Common Stock"). The Funds elected to automatically convert immediately prior to the IPO into the number of shares of Non-Voting Common Stock shown in column 7 of Table II. The Series A Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days notice to the Issuer. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 7 of Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital L.P. and (ii) Life Sciences, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the securities reported in column 7 of Table II beneficially owned by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. Series B Preferred automatically converted at the Series B Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into Non-Voting Common Stock. The Funds elected to automatically convert immediately prior to the IPO into the number of shares of Non-Voting Common Stock shown in column 7 of Table II. The Series B Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days notice to the Issuer. Series C Preferred automatically converted at the Series C Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into Non-Voting Common Stock. The Funds elected to automatically convert immediately prior to the IPO into the number of shares of Non-Voting Common Stock shown in column 7 of Table II. The Series C Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days notice to the Issuer. 46,688 non-qualified stock options ("Stock Options") exercisable solely into Common Stock were granted under the Issuer's 2016 Stock Incentive Plan to Dr. Kelvin M. Neu, a full-time employee of the Adviser in his capacity as a director of the Issuer. The Stock Options have a strike price of $12.85, vest in 36 equal monthly installments beginning on October 24, 2020, subject to Dr. Neu's continued service on the board of directors of the Issuer (the "Board"). Dr. Neu serves on the Board as a representative of the Funds. Pursuant to the policies of the Adviser, Dr. Neu does not have any right to any of the Issuer's securities issued as part of his service on the Board and the Funds are entitled to receive all the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the Stock Options. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options (i.e. no direct pecuniary interest). This number reflects the 1 for 1.1566 reverse stock split effected on September 18, 2020. On March 27, 2020, 667 and Life Sciences purchased 185,276 and 3,373,029 Series B Preferred, adjusted for a 1.1566 for 1 reverse stock split on September 18, 2020, respectively, for $3.9324 per share in a private financing. Series B Preferred were convertible at the election of the holder or automatically converted at the Series B Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into either Common Stock or Non-Voting Common Stock. Each holder's option to convert into Non-Voting Common Stock was limited to no more than 40 percent of the aggregate shares of Common Stock and Non-Voting Common Stock issuable to such holder upon conversion of such holder's Series A Preferred, Series B Preferred and Series C Preferred. The Series B Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days notice to the Issuer. Series C Preferred were converted at the election of the holder or automatically converted at the Series C Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into either Common Stock or Non-Voting Common Stock. Each holder's option to convert into Non-Voting Common Stock was to no more than 40 percent of the aggregate shares of Common Stock and Non-Voting Common Stock issuable to such holder upon conversion of such holder's Series A Preferred, Series B Preferred and Series C Preferred. The Series C Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer. On August 21, 2020, 667 and Life Sciences purchased 75,873 and 957,211 Series C Preferred, adjusted for a 1.1566 for 1 reverse stock split on September 18, 2020, respectively, for $14.5196 per share in a private financing. Dr. Kelvin M. Neu, a full-time employee of Baker Bros. Advisors LP, is a director of Prelude Therapeutics Incorporated (the "Issuer"). By virtue of his representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer. By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2020-09-30 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2020-09-30 By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2020-09-30 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing, Title: President /s/ 2020-09-30 /s/ Felix J. Baker 2020-09-30 /s/ Julian C. Baker 2020-09-30