Initial Statement of Beneficial Ownership (3)
April 15 2022 - 4:06PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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Mitrano Richard J. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
4/8/2022
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3. Issuer Name and Ticker or Trading Symbol
Frequency Therapeutics, Inc. [FREQ]
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(Last)
(First)
(Middle)
C/O FREQUENCY THERAPEUTICS, INC.,, 75 HAYDEN AVENUE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) VP, Finance / |
(Street)
LEXINGTON, MA 02421
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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 Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 25679 | D | |
Common Stock | 4032 | I | Held by The Carey/Mitrano Family Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | 7/4/2023 | (1) | Common Stock | 25000 | $0.00 | D | |
Restricted Stock Units | 7/4/2022 | (1) | Common Stock | 7500 | $0.00 | D | |
Stock Option (Right to Buy) | (2) | 1/14/2031 | Common Stock | 11550 | $35.85 | D | |
Stock Option (Right to Buy) | (3) | 2/11/2030 | Common Stock | 18000 | $25.05 | D | |
Stock Option (Right to Buy) | (4) | 10/1/2029 | Common Stock | 17816 | $14.00 | D | |
Stock Option (Right to Buy) | (5) | 4/16/2029 | Common Stock | 28805 | $3.37 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. The restricted stock units have no expiration date. |
(2) | 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. |
(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 November 2, 2019, and will be fully vested and exercisable on October 2, 2023. |
(5) | The option vests and becomes exercisable in equal monthly installments over a four year period commencing on February 1, 2019, and will be fully vested and exercisable on January 1, 2023. |
Remarks: Exhibit 24 - Power of Attorney. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Mitrano Richard J. C/O FREQUENCY THERAPEUTICS, INC., 75 HAYDEN AVENUE LEXINGTON, MA 02421 |
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| VP, Finance |
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Signatures
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/s/ James P. Abely, Attorney-in-Fact | | 4/15/2022 |
**Signature of Reporting Person | Date |
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 5(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 control number. |
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