Sec Form 3 Filing - Thompson Peter A. @ Prevail Therapeutics Inc. - 2019-06-19

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 Thompson Peter A. 2. Issuer Name and Ticker or Trading Symbol Prevail Therapeutics Inc. [ PRVL] 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 ORBIMED ADVISORS, 601 LEXINGTON AVENUE, 54TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/19/2019 (Street) NEW YORK, NY10022 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 2,430,000 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 Seed Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 6,399,000 I See Footnotes ( 1 ) ( 2 ) Series A Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 3,099,612 I See Footnotes ( 1 ) ( 2 ) Series B Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 1,011,499 I See Footnotes ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thompson Peter A. C/O ORBIMED ADVISORS 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK, NY10022 X X Signatures /s/ Alison Haggerty, Attorney-in-Fact 06/19/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the sole general partner of OPI VI and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP VI. Advisors exercises investment and voting power through a management committee comprised of Carl Gordon, Ph.D., C.F.A., Sven H. Borho and Jonathan T. Silverstein. By virtue of such relationships, GP VI, Advisors and Dr. Gordon may be deemed to have voting and investment power with respect to the securities held by OPI VI noted above and, as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is an employee of Advisors. ( 2 )Each of GP VI, Advisors, Messrs. Borho and Silverstein and Dr. Gordon and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. ( 3 )Each of the Series Seed Preferred Stock, the Series A Preferred Stock and the Series B Preferred Stock will automatically convert into the same number of shares the Company's Common Stock upon the closing of the Issuer's initial public offering. Each of the Series Seed Preferred Stock, the Series A Preferred Stock and the Series B Stock have no expiration date.

Remarks: Exhibit List - Exhibit 24 - Power of Attorney

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