Sec Form 3 Filing - Bonita David P @ 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 Bonita David P 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (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 206,912 ( 1 ) ( 2 ) I See footnotes ( 1 ) ( 2 )

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 Series A Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 3,294,743 ( 1 ) ( 2 ) I See footnotes ( 1 ) ( 2 ) Series A Preferred Stock ( 4 ) ( 4 ) ( 4 ) Non-Voting Common Stock ( 4 ) 2,196,494 ( 1 ) ( 2 ) I See footnotes ( 1 ) ( 2 ) Series B Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 4,418,186 ( 1 ) ( 2 ) I See footnotes ( 1 ) ( 2 ) Series B Preferred Stock ( 4 ) ( 4 ) ( 4 ) Non-Voting Common Stock ( 4 ) 2,945,458 ( 1 ) ( 2 ) I See footnotes ( 1 ) ( 2 ) Series C Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 619,850 ( 1 ) ( 2 ) I See footnotes ( 1 ) ( 2 ) Series C Preferred Stock ( 4 ) ( 4 ) ( 4 ) Non-Voting Common Stock ( 4 ) 413,234 ( 1 ) ( 2 ) I See footnotes ( 1 ) ( 2 )

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

Explanation of Responses:

( 1 )These securities are held of record by OrbiMed Private Investments VI, L.P. ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI and OrbiMed Advisors LLC ("Advisors") is the managing member of GP VI. The Reporting Person is a member of Advisors. By virtue of such relationships, GP VI and 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. 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 of the Reporting Person, Advisors, and GP VI disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of his or its pecuniary interest, if any. ( 2 )This report shall not be deemed an admission that any of the Reporting Person, Advisors, or GP VI is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. ( 3 )Each share of the Issuer's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock will automatically convert 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. ( 4 )Each share of the Issuer's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock will automatically convert 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.

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.