Home > Insider Trading > Filing (0001638599-20-000842)

Filing Details

Accession Number:: 0001638599-20-000842
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-09-30 18:37:30
Reporting Period:: 2020-03-27

Accepted Time:: 2020-09-30 18:37:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1678660	Prelude Therapeutics Inc	PRLD	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1087939	Julian Baker	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	Yes	No
1087940	Felix Baker	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1263508	Baker Bros. Advisors Lp	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1363364	Baker Brothers Life Sciences Lp	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1551139	667, L.p.	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	Yes	No
1580575	Baker Bros. Advisors (Gp) Llc	860 Washington Street 3Rd Floor New York NY 10014	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	2020-09-29	329,478	$0.00	350,169	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2020-09-29	2,965,263	$0.00	3,151,483	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2020-09-29	370,552	$0.00	720,721	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2020-09-29	4,047,634	$0.00	7,199,117	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2020-09-29	45,524	$0.00	766,245	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2020-09-29	574,327	$0.00	7,773,444	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2020-09-29	104,628	$19.00	870,873	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-09-29	1,474,319	$19.00	9,247,763	No	4	P	Indirect	See Footnotes

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

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock Or Non-Voting Common Stock	Series B Preferred Stock	Acquisiton	2020-03-27	308,793	$3.93	308,793	$0.00
Common Stock Or Non-Voting Common Stock	Series B Preferred Stock	Acquisiton	2020-03-27	3,373,029	$3.93	3,373,029	$0.00
Common Stock Or Non-Voting Common Stock	Series C Preferred Stock	Acquisiton	2020-08-21	75,873	$14.52	75,873	$0.00
Common Stock Or Non-Voting Common Stock	Series C Preferred Stock	Acquisiton	2020-08-21	957,211	$14.52	957,211	$0.00
Common Stock	Non-Qualified Stock Option (right to buy)	Acquisiton	2020-09-24	46,688	$0.00	46,688	$12.85
Common Stock	Series A Convertible Preferred Stock	Disposition	2020-09-29	329,478	$0.00	329,478	$0.00
Common Stock	Series A Convertible Preferred Stock	Disposition	2020-09-29	2,965,263	$0.00	2,965,263	$0.00
Non-Voting Common Stock	Series A Convertible Preferred Stock	Disposition	2020-09-29	219,653	$0.00	219,653	$0.00
Common Stock	Non-Voting Common Stock	Acquisiton	2020-09-29	219,653	$0.00	219,653	$0.00
Non-Voting Common Stock	Series A Convertible Preferred Stock	Disposition	2020-09-29	1,976,841	$0.00	1,976,841	$0.00
Common Stock	Non-Voting Common Stock	Acquisiton	2020-09-29	1,976,841	$0.00	1,976,841	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2020-09-29	370,552	$0.00	370,552	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2020-09-29	4,047,634	$0.00	4,047,634	$0.00
Non-Voting Common Stock	Series B Convertible Preferred Stock	Disposition	2020-09-29	247,034	$0.00	247,034	$0.00
Common Stock	Non-Voting Common Stock	Acquisiton	2020-09-29	247,034	$0.00	247,034	$0.00
Non-Voting Common Stock	Series B Convertible Preferred Stock	Disposition	2020-09-29	2,698,424	$0.00	2,698,424	$0.00
Common Stock	Non-Voting Common Stock	Acquisiton	2020-09-29	2,698,424	$0.00	2,698,424	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2020-09-29	45,524	$0.00	45,524	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2020-09-29	574,327	$0.00	574,327	$0.00
Non-Voting Common Stock	Series C Convertible Preferred Stock	Disposition	2020-09-29	30,349	$0.00	30,349	$0.00
Common Stock	Non-Voting Common Stock	Acquisiton	2020-09-29	30,349	$0.00	30,349	$0.00
Non-Voting Common Stock	Series C Convertible Preferred Stock	Disposition	2020-09-29	382,884	$0.00	382,884	$0.00
Common Stock	Non-Voting Common Stock	Acquisiton	2020-09-29	382,884	$0.00	382,884	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
308,793		No	4	P	Indirect
3,373,029		No	4	P	Indirect
75,873		No	4	P	Indirect
957,211		No	4	P	Indirect
46,688	2030-09-01	No	4	A	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
219,653		No	4	C	Indirect
0		No	4	C	Indirect
1,976,841		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
466,687		No	4	C	Indirect
0		No	4	C	Indirect
4,675,265		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
497,036		No	4	C	Indirect
0		No	4	C	Indirect
5,058,149		No	4	C	Indirect

Footnotes

Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.
Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
Series A Convertible Preferred Stock ("Series A Preferred") of Prelude Therapeutics Incorporated (the "Issuer") automatically converted on a 1-for-1 basis ("Series A Preferred Conversion Ratio") without payment or further consideration immediately prior to the close of the Issuer's initial public offering ("IPO") into voting common stock of the Issuer ("Common Stock"). The Funds elected to automatically convert immediately prior to the IPO into the number of shares of Common Stock shown in column 5 of Table I. The Series A Preferred had no expiration date.
After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital L.P. and (ii) Life Sciences, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I beneficially owned by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Series B Convertible Preferred Stock ("Series B Preferred") of the Issuer automatically converted on a 1-for-1 basis ("Series BPreferred Conversion Ratio") without payment or further consideration immediately prior to the close of the IPO into Common Stock. The Funds elected to automatically convert immediately prior to the IPO into the number of shares of Common Stock shown in column 5 of Table I. The Series B Preferred had no expiration date.
Series C Convertible Preferred Stock ("Series C Preferred") of the Issuer automatically converted on a 1-for-1 basis ("Series CPreferred Conversion Ratio") without payment or further consideration immediately prior to the close of the IPO into Common Stock. The Funds elected to automatically convert immediately prior to the IPO into the number of shares of Common Stock shown in column 5 of Table I. The Series C Preferred had no expiration date.
667 and Life Sciences purchased 104,628 and 1,474,319 shares of Common Stock, respectively, for $19.00 per share pursuant to the IPO that closed on September 29, 2020.
Pursuant to Instruction 4(c)(iii), this response has been left blank.
Series A Preferred automatically converted at the Series A Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into non-voting common stock of the Issuer ("Non-Voting Common Stock"). The Funds elected to automatically convert immediately prior to the IPO into the number of shares of Non-Voting Common Stock shown in column 7 of Table II. The Series A Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of 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.
After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 7 of Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital L.P. and (ii) Life Sciences, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the securities reported in column 7 of Table II beneficially owned by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Series B Preferred automatically converted at the Series B Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into Non-Voting Common Stock. The Funds elected to automatically convert immediately prior to the IPO into the number of shares of Non-Voting Common Stock shown in column 7 of Table II. The Series B Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of 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.
Series C Preferred automatically converted at the Series C Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into Non-Voting Common Stock. The Funds elected to automatically convert immediately prior to the IPO into the number of shares of Non-Voting Common Stock shown in column 7 of Table II. The Series C Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of 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.
46,688 non-qualified stock options ("Stock Options") exercisable solely into Common Stock were granted under the Issuer's 2016 Stock Incentive Plan to Dr. Kelvin M. Neu, a full-time employee of the Adviser in his capacity as a director of the Issuer. The Stock Options have a strike price of $12.85, vest in 36 equal monthly installments beginning on October 24, 2020, subject to Dr. Neu's continued service on the board of directors of the Issuer (the "Board").
Dr. Neu serves on the Board as a representative of the Funds. Pursuant to the policies of the Adviser, Dr. Neu does not have any right to any of the Issuer's securities issued as part of his service on the Board and the Funds are entitled to receive all the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the Stock Options. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options (i.e. no direct pecuniary interest).
This number reflects the 1 for 1.1566 reverse stock split effected on September 18, 2020.
On March 27, 2020, 667 and Life Sciences purchased 185,276 and 3,373,029 Series B Preferred, adjusted for a 1.1566 for 1 reverse stock split on September 18, 2020, respectively, for $3.9324 per share in a private financing.
Series B Preferred were convertible at the election of the holder or automatically converted at the Series B Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into either Common Stock or Non-Voting Common Stock. Each holder's option to convert into Non-Voting Common Stock was limited to no more than 40 percent of the aggregate shares of Common Stock and Non-Voting Common Stock issuable to such holder upon conversion of such holder's Series A Preferred, Series B Preferred and Series C Preferred. The Series B Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of 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.
Series C Preferred were converted at the election of the holder or automatically converted at the Series C Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into either Common Stock or Non-Voting Common Stock. Each holder's option to convert into Non-Voting Common Stock was to no more than 40 percent of the aggregate shares of Common Stock and Non-Voting Common Stock issuable to such holder upon conversion of such holder's Series A Preferred, Series B Preferred and Series C Preferred. The Series C Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of 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.
On August 21, 2020, 667 and Life Sciences purchased 75,873 and 957,211 Series C Preferred, adjusted for a 1.1566 for 1 reverse stock split on September 18, 2020, respectively, for $14.5196 per share in a private financing.