Prelude Therapeutics Inc — Director's Dealing 2020

Sep 30, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prelude Therapeutics Inc (PRLD)
CIK: 0001678660
Period of Report: 2020-09-25

Reporting Person: ORBIMED ADVISORS LLC (Director, 10% Owner)
Reporting Person: OrbiMed Capital GP VI LLC (Director, 10% Owner)
Reporting Person: ORBIMED CAPITAL LLC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-25	Common Stock	P	526300	$19.00	Acquired	526300	Indirect
2020-09-25	Common Stock	P	710500	$19.00	Acquired	917412	Indirect
2020-09-29	Common Stock	C	8332779	—	Acquired	9250191	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-29	Series A Preferred Stock	$	C	3294743	Disposed		Common Stock (3294743)	Indirect
2020-09-29	Series A Prefered Stock	$	C	2196494	Disposed		Non-Voting Common Stock (2196494)	Indirect
2020-09-29	Series B Preferred Stock	$	C	4418186	Disposed		Common Stock (4418186)	Indirect
2020-09-29	Series B Preferred Stock	$	C	2945458	Disposed		Non-Voting Common Stock (2945458)	Indirect
2020-09-29	Series C Preferred Stock	$	C	619850	Disposed		Common Stock (619850)	Indirect
2020-09-29	Series C Preferred Stock	$	C	413234	Disposed		Non-Voting Common Stock (413234)	Indirect
2020-09-29	Non-Voting Common Stock	$	C	5555186	Acquired		Common Stock (5555186)	Indirect

Footnotes

F1: 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.

F2: This report on Form 4 is jointly filed by OrbiMed Advisors, OrbiMed Capital GP VI LLC ("GP VI"), and OrbiMed Capital. 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.

F3: 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.

F4: 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.

F5: 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.