SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Babler Martin (Last) (First) (Middle) C/O PRELUDE THERAPEUTICS INCORPORATED 175 INNOVATION BOULEVARD (Street) WILMINGTON DE 19805 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Prelude Therapeutics Inc [ PRLD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/12/2025
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: 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
Director Stock Option (Right to Buy)	$1.04	06/12/2025		A		38,000		(1)	06/11/2035	Common Stock	38,000	$0.00	38,000	D

Explanation of Responses:

1. The option award will fully vest upon the earlier of (a) the Issuer's next annual stockholder meeting, or (b) the one-year anniversary of the grant date, such to the Reporting Person's provision of service to the Issuer on each vesting date.

Remarks:

	/s/ Bryant D. Lim, Attorney-in-Fact	06/13/2025
	** 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 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).
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 Number.

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints Prelude Therapeutics
Incorporated's Chief Executive Officer, Chief Financial Officer,
and the Chief Legal Officer and each of them, as their true and
lawful attorney-in- fact to:
            (1)	execute for and on behalf of the undersigned, in
the undersigned's capacity as a representative of Prelude
Therapeutics Incorporated (the "Company"), any and all Form ID,
or Form 3, 4 or 5 reports and any amendments thereto required to
be filed by the undersigned in accordance with Section 16(a) of
the Securities Exchange Act of 1934 (the "Exchange Act") and the
rules thereunder with respect to transactions in the Company's
securities;
            (2)	do and perform any and all acts for and on behalf
of the undersigned which may be necessary or desirable to
complete and execute any such Form ID, or Form 3, 4 or 5 report
and any amendments thereto and timely file such report with the
U.S. Securities and Exchange Commission and any stock exchange or
similar authority; and
            (3)	take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of,
or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the
undersigned, pursuant to this Power of Attorney, shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in his or her discretion.
      The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform each and every act
and thing whatsoever requisite, necessary, and proper to be done
in the exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his or her substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The
undersigned acknowledges that no such attorney-in-fact, in
serving in such capacity at the request of the undersigned, is
hereby assuming, nor is the Company hereby assuming, any of the
undersigned's responsibilities to comply with Section 16 of the
Exchange Act.
      The undersigned agrees that each such attorney-in-fact may
rely entirely on information furnished orally or in writing by
the undersigned to each such attorney-in-fact. The undersigned
also agrees to indemnify and hold harmless the Company and each
such attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or
are based on any untrue statement or omission of necessary facts
in the information provided by the undersigned to such attorney-
in-fact for purposes of executing, acknowledging, delivering and
filing Forms 3, 4 or 5 (including amendments thereto) and agrees
to reimburse the Company and each such attorney-in-fact for any
legal or other expenses reasonably incurred in connection with
investigating or defending against any such loss, claim, damage,
liability or action.


      This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Form 3, 4 or 5
reports with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
      IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the date set forth below.


Signature: /s/ Martin Babler


Printed Name: Martin Babler


Date: March 6, 2025