Sec Form 3 Filing - Karp Jeffrey M. @ Frequency Therapeutics, Inc. - 2019-10-02

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Karp Jeffrey M.
2. Issuer Name and Ticker or Trading Symbol
Frequency Therapeutics, Inc. [ FREQ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O FREQUENCY THERAPEUTICS, INC.,, 19 PRESIDENTIAL WAY, 2ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/02/2019
(Street)
WOBURN, MA01801
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 296,934 D
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
Stock Option $ 0.61 ( 1 ) 06/28/2027 Common Stock 42,313 D
Stock Option $ 0.61 ( 2 ) 05/21/2028 Common Stock 180,139 D
Stock Option $ 3.37 ( 3 ) 04/16/2029 Common Stock 120,090 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Karp Jeffrey M.
C/O FREQUENCY THERAPEUTICS, INC.,
19 PRESIDENTIAL WAY, 2ND FLOOR
WOBURN, MA01801
X
Signatures
/s/ Michael D. Bookman, Attorney-in-Fact for Jefffrey M. Karp 10/02/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The option vests and becomes exercisable in equal monthly installments over a four year period commencing on February 1, 2017, and will be fully vested and exercisable on January 1, 2021.
( 2 )The option vests and becomes exercisable in equal monthly installments over a four year period commencing on February 1, 2018, and will be fully vested and exercisable on January 1, 2022.
( 3 )The option vests and becomes exercisable in equal monthly installments over a two year period commencing on February 1, 2019, and will be fully vested and exercisable on January 1, 2021.

Remarks:
Exhibit 24 - Power of Attorney.

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