Sec Form 4 Filing - FRIEDMAN PAUL A @ Prelude Therapeutics Inc - 2020-03-27

FORM 4 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 FRIEDMAN PAUL A 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 _____ 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) 03/27/2020 (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 09/29/2020 C 295,794 A 347,522 D Common Stock 09/29/2020 C 152,576 A 500,098 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 Series B Preferred Stock ( 2 ) 03/27/2020 P 76,288 ( 3 ) ( 2 ) ( 2 ) Common Stock ( 3 ) 76,288 ( 3 ) ( 2 ) 152,576 ( 3 ) D Series A Preferred Stock ( 1 ) 09/29/2020 C 295,794 ( 1 ) ( 1 ) Common Stock 295,794 $ 0 0 D Series B Preferred Stock ( 1 ) 09/29/2020 C 152,576 ( 1 ) ( 1 ) Common Stock 152,576 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FRIEDMAN PAUL A C/O PRELUDE THERAPEUTICS INCORPORATED 200 POWDER MILL ROAD WILMINGTON, DE19801 X Signatures /s/ Brian Piper, as Attorney-in-Fact for Paul A. Friedman 09/30/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A and Series B Preferred Stock automatically converted into shares of the Issuer's common stock on a one-for-one basis immediately upon theclosing of the Issuer's initial public offering on September 29, 2020 and had no expiration date. ( 2 )Each share of the Issuer's Series B Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the lection of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of common stock issuable to such holder upon conversion of such holder's convertible preferred stock. ( 3 )The number of securities reported reflects the one-for-1.1566 reverse stock split of the Issuer's common stock and convertible preferred stock that was effected on September 18, 2020.

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).

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