Statement of Changes in Beneficial Ownership (4)
17 February 2022 - 9:05AM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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McCubbin Quentin |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Manufacturing Officer |
(Last)
(First)
(Middle)
75 HAYDEN AVE, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/14/2022 |
(Street)
LEXINGTON, MA 02421
(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 | 2/14/2022 | | M | | 17500 | A | (1) | 29563 (2) | D | |
Common Stock | 2/15/2022 | | S | | 1261 (3) | D | $4.331 (4) | 28302 | D | |
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 |
Restricted Stock Unit | (1) | 2/14/2022 | | M | | | 17500 | (5) | (1) | Common Stock | 17500 | (1) | 17500 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. |
(2) | Includes 2063 shares acquired under the Issuer's Employee Stock Purchase Plan on December 31, 2021. |
(3) | Represents a portion of the shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the restricted stock units and does not represent discretionary trades by the Reporting Person. |
(4) | This transaction was executed in multiple trades through a broker-dealer at prices ranging from $4.28 to $4.40. The price reported in this column reflects the weighted average sales price. Upon request, the reporting person will provide to the SEC staff full information regarding the number of Shares sold at each price. |
(5) | The restricted stock units will vest as to 50% on February 14, 2022 and 50% on July 4, 2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
McCubbin Quentin 75 HAYDEN AVE SUITE 300 LEXINGTON, MA 02421 |
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| Chief Manufacturing Officer |
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Signatures
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/s/ James P. Abely, Attorney-in-Fact for Quentin McCubbin | | 2/16/2022 |
**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 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 control number. |
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