SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

Prelude Therapeutics Incorporated

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

74065P101

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

 

 

 


CUSIP #74065P101   Schedule 13G   Page 2 of 5

 

 1   

 NAME OF REPORTING PERSONS

 

 Krishna Vaddi

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 United States

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5   

 SOLE VOTING POWER

 

 4,908,086(1)

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 4,908,086(1)

   8  

 SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 4,908,086(1)

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 11.1%(2)

12  

 TYPE OF REPORTING PERSON

 

 IN

 

(1)

Consists of (i) 3,260,216 shares of voting common stock held by the Reporting Person, of which (a) 27,008 shares are unvested as of December 31, 2023, and subject to forfeiture to the Issuer if the Reporting Person ceases to provide service to the Issuer prior to the vesting of the shares and (b) 2,192,941 shares of voting common stock are subject to options that are exercisable within 60 days of December 31, 2023, (ii) 120,665 shares of voting common stock held by Sidus Ventures, LLC, (iii) 423,655 shares of voting common stock held by Dolphin City Trust, (iv) 551,776 shares of voting common stock held by Blue Sky Trust and (v) 551,774 shares of voting common stock held by Brocade Trust. The Reporting Person is the manager of Sidus Ventures, LLC and may be deemed to have beneficial ownership over the securities held by Sidus Ventures, LLC. The Reporting Person is the beneficiary of Dolphin City Trust and may be deemed to have beneficial ownership over the securities held by Dolphin City Trust. The Reporting Person is the investment advisor for each of the Blue Sky Trust and the Brocade Trust, and may be deemed to have beneficial ownership over the securities held by each of the Blue Sky Trust and the Brocade Trust.

(2)

The percentage reported in row 11 is calculated in accordance with Rule 13d-3 based on the aggregate number of shares of common stock beneficial owned by the Reporting Person and an aggregate of 42,063,995 shares of common stock entitled to vote outstanding as of December 31, 2023, as reported by the Issuer to the Reporting Person, plus the number of shares of stock options held by the Reporting Person that are exercisable within 60 days of December 31, 2023, which are treated as converted into common stock only for the purpose of computing the percentage ownership of the Reporting Person.


CUSIP #74065P101   Schedule 13G   Page 3 of 5

 

SCHEDULE 13G

CUSIP #74065P101

ITEM 1(A).

NAME OF ISSUER:

Prelude Therapeutics Incorporated (the “Issuer”)

 

ITEM 1(B).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

175 Innovation Boulevard

Wilmington, Delaware 19805

 

ITEM 2(A).

NAME OF PERSONS FILING

Krishna Vaddi (the “Reporting Person”)

 

ITEM 2(B).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

The address of the principal business office of the Reporting Person is:

c/o Prelude Therapeutics Incorporated

175 Innovation Boulevard

Wilmington, Delaware 19805

 

ITEM 2(C).

CITIZENSHIP:

United States

 

ITEM 2(D).

TITLE OF CLASS OF SECURITIES:

Common Stock, par value $0.0001 per share

 

ITEM 2(E)

CUSIP NUMBER:

74065P101

 

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

 

(a)

☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

 

(b)

☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

☐ Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

 

(d)

☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

☐ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

 

(k)

☐ Group, in accordance with §240.13d–1(b)(1)(ii)(K).


CUSIP #74065P101   Schedule 13G   Page 4 of 5

 

If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:________________________________.

Not applicable.

 

ITEM 4.

OWNERSHIP:

(a) Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b) Percent of Class:

See Row 11 of cover page for each Reporting Person.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii) Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

Not applicable.

 

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

Not applicable.

 

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

Not applicable.

 

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not applicable.

 

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP:

Not applicable.

 

ITEM 10.

CERTIFICATION:

Not applicable.


CUSIP #74065P101   Schedule 13G   Page 5 of 5

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2024

 

By:  

/s/ Krishna Vaddi

  Krishna Vaddi