0001209191-20-051988.txt : 20200924 0001209191-20-051988.hdr.sgml : 20200924 20200924190503 ACCESSION NUMBER: 0001209191-20-051988 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200924 FILED AS OF DATE: 20200924 DATE AS OF CHANGE: 20200924 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bonita David P CENTRAL INDEX KEY: 0001572451 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39527 FILM NUMBER: 201196436 MAIL ADDRESS: STREET 1: C/O ORBIMED ADVISORS LLC STREET 2: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-09-24 0 0001678660 Prelude Therapeutics Inc PRLD 0001572451 Bonita David P C/O PRELUDE THERAPEUTICS INCORPORATED 200 POWDER MILL ROAD WILMINGTON DE 19801 1 0 1 0 Common Stock 206912 I See footnotes Series A Preferred Stock Common Stock 3294743 I See footnotes Series A Preferred Stock Non-Voting Common Stock 2196494 I See footnotes Series B Preferred Stock Common Stock 4418186 I See footnotes Series B Preferred Stock Non-Voting Common Stock 2945458 I See footnotes Series C Preferred Stock Common Stock 619850 I See footnotes Series C Preferred Stock Non-Voting Common Stock 413234 I See footnotes These securities are held of record by OrbiMed Private Investments VI, L.P. ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI and OrbiMed Advisors LLC ("Advisors") is the managing member of GP VI. The Reporting Person is a member of Advisors. By virtue of such relationships, GP VI and 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. 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. Each of the Reporting Person, Advisors, and GP VI disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of his or its pecuniary interest, if any. This report shall not be deemed an admission that any of the Reporting Person, Advisors, or GP VI is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. Each share of the Issuer's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock will automatically convert into one share of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Each share of the Issuer's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock will automatically convert into one share of the Issuer's Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Each share of the Issuer's Non-Voting Common Stock is convertible into one share of the Issuer's 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. /s/ Brian Piper, as Attorney-in-Fact for David P. Bonita 2020-09-24 EX-24.3_938624 2 poa.txt POA DOCUMENT POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Brian Piper and Krishna Vaddi and each of them, as his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a representative of Prelude Therapeutics Incorporated (the "Company"), any and all Form ID, or Form 3, 4 or 5 reports and any amendments thereto required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder with respect to transactions in the Company's securities; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, or Form 3, 4 or 5 report and any amendments thereto and timely file such report with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney in-fact may approve in his or her discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned agrees that each such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to each such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to such attorney-in-fact for purposes of executing, acknowledging, delivering and filing Forms 3, 4 or 5 (including amendments thereto) and agrees to reimburse the Company and each such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, 4 or 5 reports with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of September, 2020. /s/ David P. Bonita