Sec Form 4 Filing - Loose Christopher R. @ Frequency Therapeutics, Inc. - 2022-08-17

Insider filing report for Changes in Beneficial Ownership
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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
Loose Christopher R.
2. Issuer Name and Ticker or Trading Symbol
Frequency Therapeutics, Inc. [ FREQ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Scientific Officer
(Last) (First) (Middle)
C/O FREQUENCY THERAPEUTICS, INC., 75 HAYDEN AVE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
08/17/2022
(Street)
LEXINGTON, MA02421
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
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 $ 2.14 08/17/2022 A 146,826 ( 1 ) 10/01/2029 Common Stock 146,826 ( 2 ) 146,826 D
Stock Option $ 14 08/17/2022 D 146,826 ( 1 ) 10/01/2029 Common Stock 146,826 ( 2 ) 0 D
Stock Option $ 2.14 08/17/2022 A 57,500 ( 3 ) 02/11/2030 Common Stock 57,500 ( 2 ) 57,500 D
Stock Option $ 25.05 08/17/2022 D 57,500 ( 3 ) 02/11/2030 Common Stock 57,500 ( 2 ) 0 D
Stock Option $ 2.14 08/17/2022 A 70,000 ( 4 ) 01/14/2031 Common Stock 70,000 ( 2 ) 70,000 D
Stock Option $ 35.85 08/17/2022 D 70,000 ( 4 ) 01/14/2031 Common Stock 70,000 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Loose Christopher R.
C/O FREQUENCY THERAPEUTICS, INC.
75 HAYDEN AVE, SUITE 300
LEXINGTON, MA02421
Chief Scientific Officer
Signatures
/s/ James P. Abely, Attorney-in-Fact for Christopher R. Loose 08/19/2022
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 November 2, 2019, and will be fully vested and exercisable on October 2, 2023.
( 2 )The transaction reported herein reflects a one-time stock option repricing that became effective on August 17, 2022 and is being reported in this manner solely to comply with the technical reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended. There have been no other changes to the terms of these options.
( 3 )The option vests and becomes exercisable in equal monthly installments over a four year period commencing on February 1, 2020, and will be fully vested and exercisable on January 1, 2024.
( 4 )The option vests and becomes exercisable in equal monthly installments over a four year period commencing on February 1, 2021, and will be fully vested and exercisable on January 1, 2025.

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).

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