Home > Insider Trading > Filing (0001209191-20-052404)

Filing Details

Accession Number:: 0001209191-20-052404
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-09-29 20:10:19
Reporting Period:: 2020-09-25

Accepted Time:: 2020-09-29 20:10:19
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1678660	Prelude Therapeutics Inc	PRLD	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1055951	Orbimed Advisors Llc	601 Lexington Avenue, 54Th Floor New York NY 10022	Yes	No	Yes	No
1157524	Orbimed Capital Llc	601 Lexington Avenue, 54Th Floor New York NY 10022	Yes	No	Yes	No
1682115	Orbimed Capital Gp Vi Llc	601 Lexington Avenue, 54Th Floor New York NY 10022	Yes	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2020-09-25	526,300	$19.00	526,300	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2020-09-25	710,500	$19.00	917,412	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2020-09-29	8,332,779	$0.00	9,250,191	No	4	C	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	C	Indirect	See footnote

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2020-09-29	3,294,743	$0.00	3,294,743	$0.00
Non-Voting Common Stock	Series A Prefered Stock	Disposition	2020-09-29	2,196,494	$0.00	2,196,494	$0.00
Common Stock	Series B Preferred Stock	Disposition	2020-09-29	4,418,186	$0.00	4,418,186	$0.00
Non-Voting Common Stock	Series B Preferred Stock	Disposition	2020-09-29	2,945,458	$0.00	2,945,458	$0.00
Common Stock	Series C Preferred Stock	Disposition	2020-09-29	619,850	$0.00	619,850	$0.00
Non-Voting Common Stock	Series C Preferred Stock	Disposition	2020-09-29	413,234	$0.00	413,234	$0.00
Common Stock	Non-Voting Common Stock	Acquisiton	2020-09-29	5,555,186	$0.00	5,555,186	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
5,555,186	No	4	C	Indirect

Footnotes

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.
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.
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.
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.
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.