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*
Mitrano Richard J.

(Last) (First) (Middle)
C/O FREQUENCY THERAPEUTICS, INC.,
75 HAYDEN AVENUE

(Street)
LEXINGTON MA 02421

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/08/2022
3. Issuer Name and Ticker or Trading Symbol
Frequency Therapeutics, Inc. [ FREQ ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, Finance
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 25,679 D
Common Stock 4,032 I Held by The Carey/Mitrano Family Trust
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units 07/04/2023 (1) Common Stock 25,000 0.00 D
Restricted Stock Units 07/04/2022 (1) Common Stock 7,500 0.00 D
Stock Option (Right to Buy) (2) 01/14/2031 Common Stock 11,550 35.85 D
Stock Option (Right to Buy) (3) 02/11/2030 Common Stock 18,000 25.05 D
Stock Option (Right to Buy) (4) 10/01/2029 Common Stock 17,816 14 D
Stock Option (Right to Buy) (5) 04/16/2029 Common Stock 28,805 3.37 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. The restricted stock units have no expiration date.
2. The option vests and becomes exercisable in equal monthly installments over a four year period commencing on February 1, 2021, and will be fully vested and exercisable on January 1, 2025.
3. The option vests and becomes exercisable in equal monthly installments over a four year period commencing on February 1, 2020, and will be fully vested and exercisable on January 1, 2024.
4. The option vests and becomes exercisable in equal monthly installments over a four year period commencing on November 2, 2019, and will be fully vested and exercisable on October 2, 2023.
5. The option vests and becomes exercisable in equal monthly installments over a four year period commencing on February 1, 2019, and will be fully vested and exercisable on January 1, 2023.
Remarks:
Exhibit 24 - Power of Attorney.
/s/ James P. Abely, Attorney-in-Fact 04/15/2022
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.