Sec Form 3 Filing - Vaddi Krishna @ Prelude Therapeutics Inc - 2020-09-24

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Vaddi Krishna 2. Issuer Name and Ticker or Trading Symbol Prelude Therapeutics Inc [ PRLD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, CEO (Last) (First) (Middle) C/O PRELUDE THERAPEUTICS INCORPORATED, 200 POWDER MILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2020 (Street) WILMINGTON, DE19801 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 1,045,519 ( 1 ) D Common Stock 423,655 I By Trust ( 2 ) Common Stock 518,900 I By Trust ( 3 ) Common Stock 518,898 I By Trust ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Director Stock Option (right to buy) $ 0.31 ( 5 ) 02/27/2027 Common Stock 12,969 D Director Stock Option (right to buy) $ 1.89 ( 6 ) 06/16/2029 Common Stock 572,799 D Director Stock Option (right to buy) $ 1.89 ( 7 ) 03/26/2030 Common Stock 572,798 D Director Stock Option (right to buy) $ 12.85 ( 8 ) 09/01/2030 Common Stock 720,327 D Series A Preferred Stock ( 9 ) ( 9 ) ( 9 ) Common Stock 101,477 I See Footnote ( 10 ) Series A Preferred Stock ( 9 ) ( 9 ) ( 9 ) Common Stock 32,876 I By Trust ( 3 ) Series A Preferred Stock ( 9 ) ( 9 ) ( 9 ) Common Stock 32,876 I By Trust ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vaddi Krishna C/O PRELUDE THERAPEUTICS INCORPORATED 200 POWDER MILL ROAD WILMINGTON, DE19801 X President, CEO Signatures /s/ Brian Piper, as Attorney-in-Fact for Krishna Vaddi 09/24/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Certain of the shares are subject to forfeiture to the Issuer if underlying vesting conditions are not met. ( 2 )The Reporting Person is a beneficiary of the Dolphin City Trust. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes. ( 3 )The Reporting Person is the investment advisor of the Blue Sky Trust. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes. ( 4 )The Reporting Person is the investment advisor of the Brocade Trust. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes. ( 5 )The stock option is fully vested as of February 28, 2017. ( 6 )The stock option vested as to 25% of the total shares on May 31, 2020, and thereafter vests as to 1/48 of the total shares on the last day of each month until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. ( 7 )The stock option vests as to 25% of the total shares on March 6, 2021, and thereafter vests as to 1/48 of the total shares monthly until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. ( 8 )The stock option vests as to 25% of the total shares on September 24, 2021, and thereafter vests as to 1/48 of the total shares monthly until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. ( 9 )Each share of the Issuer's Series A Preferred Stock will automatically convert into 1 share of the Issuer's Common Stock immediately prior to the closing of the issuer's initial public offering and has no expiration date. ( 10 )Sidus Ventures LLC ("Sidus") holds 101,477 shares of Series A Preferred Stock of the Issuer. The reporting person is the manager of Sidus. The reporting person disclaims beneficial ownership over such shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.