0001209191-20-052517.txt : 20200930
0001209191-20-052517.hdr.sgml : 20200930
20200930195208
ACCESSION NUMBER: 0001209191-20-052517
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: Bonita David P
CENTRAL INDEX KEY: 0001572451
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39527
FILM NUMBER: 201213899
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-03-27
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
2020-09-25
4
P
0
526300
19.00
A
526300
I
See footnote
Common Stock
2020-09-25
4
P
0
710500
19.00
A
917412
I
See footnote
Common Stock
2020-09-29
4
C
0
8332779
A
9250191
I
See footnote
Director Stock Option (right to buy)
12.85
2020-09-24
4
A
0
46688
0.00
A
2030-09-01
Common Stock
46688
46688
D
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
Series A Preferred Stock
2020-09-29
4
C
0
3294743
D
Common Stock
3294743
0
I
See footnote
Series A Preferred Stock
2020-09-29
4
C
0
2196494
D
Non-Voting Common Stock
2196494
0
I
See footnote
Series B Preferred Stock
2020-09-29
4
C
0
4418186
D
Common Stock
4418186
0
I
See footnote
Series B Preferred Stock
2020-09-29
4
C
0
2945458
D
Non-Voting Common Stock
2945458
0
I
See footnote
Series C Preferred Stock
2020-09-29
4
C
0
619850
D
Common Stock
619850
0
I
See footnote
Series C Preferred Stock
2020-09-29
4
C
0
413234
D
Non-Voting Common Stock
413234
0
I
See footnote
Non-Voting Common Stock
2020-09-29
4
C
0
5555186
A
Common Stock
5555186
5555186
I
See footnote
These securities are held of record by OrbiMed Partners Master Fund Limited ("OPM"). OrbiMed Capital LLC ("OrbiMed Capital") is the investment advisor to OPM. OrbiMed Capital is a relying advisor of OrbiMed Advisors LLC ("OrbiMed Advisors"). OrbiMed Advisors and OrbiMed Capital exercise voting and investment power through a management committee comprised of the Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPM.
The Reporting Person is a member of OrbiMed Advisors. This report shall not be deemed an admission that any of the Reporting Person, OrbiMed Advisors, OrbiMed Capital 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.
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 is the managing member of GP VI. The Reporting Person is a member of OrbiMed Advisors. 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.
Each share of the Issuer's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock automatically converted 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.
The stock option vested as to 1/36 of the total shares monthly beginning on September 24, 2020 until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
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. As reported below, 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.
Each share of the Issuer's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock automatically converted 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
2020-09-30