Prelude Therapeutics Inc — Director's Dealing 2021

Jan 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prelude Therapeutics Inc (PRLD)
CIK: 0001678660
Period of Report: 2021-01-11

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-11	Non-Voting Common Stock	$	P	41700	Acquired		Common Stock (41700)	Indirect

Footnotes

F1: These shares of the Issuer's common stock ("Shares") were purchased in the Company's underwritten public offering. 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.

F2: The Shares are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of OrbiMed GP VI. OrbiMed GP VI and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OPI VI and 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.

F3: This report on Form 4 is filed by OrbiMed Advisors, OrbiMed GP VI, and OrbiMed Capital LLC ("OrbiMed Capital"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated David Bonita, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report on Form 4 shall not be deemed an admission that any of the Reporting Persons, or David Bonita, is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.