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Filing Details

Accession Number:: 0001193805-19-000911
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-10-07 16:43:50
Reporting Period:: 2019-10-07

Accepted Time:: 2019-10-07 16:43:50
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1703647	Frequency Therapeutics Inc.	FREQ	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1009258	Deerfield Management Company, L.p. (Series C)	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes
1010823	L.p. Mgmt Deerfield	780 Third Avenue 37Th Floor New York NY 10017	No	No	Yes	Yes
1301041	Deerfield Partners, L.p.	780 Third Avenue 37Th Floor New York NY 10017	No	No	Yes	Yes
1352546	E James Flynn	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes
1354395	Deerfield Special Situations Fund, L.p.	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes
1680307	Deerfield Private Design Fund Iv, L.p.	780 Third Avenue 37Th Floor New York NY 10017	No	No	Yes	Yes
1713467	Deerfield Mgmt Iv, L.p.	780 Third Avenue 37Th Floor New York NY 10017	No	No	Yes	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2019-10-07	472,860	$0.00	472,860	No	4	C	Indirect	Through Deerfield Special Situations Fund, L.P.
Common Stock	Acquisiton	2019-10-07	472,860	$0.00	472,860	No	4	C	Indirect	Through Deerfield Private Design Fund IV, L.P.
Common Stock	Acquisiton	2019-10-07	285,714	$14.00	285,714	No	4	P	Indirect	Through Deerfield Partners, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	Through Deerfield Special Situations Fund, L.P.
No	4	C	Indirect	Through Deerfield Private Design Fund IV, L.P.
No	4	P	Indirect	Through Deerfield Partners, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series C Preferred Stock	Disposition	2019-10-07	3,184,948	$0.00	472,860	$0.00
Common Stock	Series C Preferred Stock	Disposition	2019-10-07	3,184,948	$0.00	472,860	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect
0			No	4	C	Indirect

Footnotes

Each share of Series C Preferred Stock automatically converted into 0.148467077 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-6.7355 reverse stock split of the Issuer's common stock effected by the Issuer on September 20, 2019).
This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. and Deerfield Special Situations Fund, L.P. (collectively with Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt IV, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.
In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.