Statement of Changes in Beneficial Ownership (4)
March 29 2021 - 4:38PM
Edgar (US Regulatory)
FORM 4
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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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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MARCUS JOEL S |
2. Issuer Name and Ticker or Trading Symbol
Frequency Therapeutics, Inc.
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FREQ
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O FREQUENCY THERAPEUTICS, INC.,, 19 PRESIDENTIAL WAY, 2ND FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/25/2021 |
(Street)
WOBURN, MA 01801
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/25/2021 | | M | | 37116 | A | $3.37 | 307116 | D | |
Common Stock | | | | | | | | 1011730 | I | Alexandria Venture Investments, LLC (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 | $3.37 | 3/25/2021 | | M | | | 37116 | (2) | 5/19/2029 | Common Stock | 37116 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Represents securities held of record by Alexandria Venture Investments, LLC ("Alexandria"). Alexandria Real Estate Equities, Inc. is the managing member of Alexandria. Each of Alexandria and Alexandria Real Estate Equities, Inc. has shared voting and investment power with respect to the shares owned by Alexandria. The reporting person is the Executive Chairman of Alexandria Real Estate Equities, Inc. and may therefore be deemed to have voting and investment power with respect to the shares owned by Alexandria. Each of the reporting person and Alexandria Real Estate Equities, Inc. disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. |
(2) | The option became fully vested and exercisable on December 26, 2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MARCUS JOEL S C/O FREQUENCY THERAPEUTICS, INC., 19 PRESIDENTIAL WAY, 2ND FLOOR WOBURN, MA 01801 | X |
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Signatures
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/s/ Michael D. Bookman, Attorney-in-Fact for Joel S. Marcus | | 3/29/2021 |
**Signature of Reporting Person | Date |
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